Volume 24, Issue 1, Jan 05, 2001 · 2015-09-14 · The Ontario Securities Commission OSC Bulletin...

The Ontario Securities Commission

OSC Bulletin

January 5, 2001

Volume 24, Issue 01

(2001), 24 OSCB

The Ontario Securities Commission Administers the Securities Act of Ontario (R.S.O. 1990, c.S.5) and the

Commodity Futures Act of Ontario (R.S.O. 1990, c.C.20)

The Ontario Securites Commission Published under the authority of the Commission by: Cadillac Fairview Tower IHS/Micromedia Limited Suite 800, Box 55 20 Victoria Street 20 Queen Street West Toronto, Ontario Toronto, Ontario M5C 2N8 M51-1 3S8

(416)597-0681 (416) 362-5211 or 1-(800) 387-2689 Fax: 8th Floor - 416-593-8122 (Office of the Secretary / Corporate Relations) Fax: 8th Floor - 416-593-8252 (Corporate Finance: Admin. & Document Management) Fax: 16th Floor - 416-593-8240 (Capital Markets: Market Regulation) Fax: 16th Floor - 416-593-8283 (Capital Markets: Compliance / Registration) Fax: 16th Floor - 416-593-8240 (Capital Markets: Investment Funds / Library) Fax: 17th Floor - 416-593-8321 (Enforcement) Fax: 18th Floor-416-593-8244 (Corporate Finance: Filings Team 1) Fax: 18th Floor- 416-593-8177 (Corporate Finance: Filings Team 2) Fax: 18th Floor - 416-593-3681 (Corporate Finance: Take over Bid) Fax: 18th Floor - 416-593-3681 (General Counsel's Office) Fax: 18th Floor - 416-593-8241 (Executive Offices) Fax: 22nd Floor - 416-593-8188 (Corporate Services) .

The OSC Bulletin is published weekly by Micromedia, a division of IHS Canada, under the authority of the Ontario Securities Commission.

Subscriptions are available from Micromedia limited at the price of $520 per year. Alternatively, weekly issues are available in microfiche form at a price of $385 per year. Back volumes are also available on microfiche:

2000 $475 1999 $450 1997-98 $400/yr 1995-1996 $385/yr 1994: $370 1993: $275 1992: $250 1981-1991: $175/yr

Subscription prices include first class postage to Canadian addresses. Outside Canada, these airmail postage charges apply on a current subscription:

U.S. $110 Outside North America $220

Single issues of the printed Bulletin are available at $33.00 per copy as long as supplies are available. OSC Bulletin Plus, a full text searchable CD-ROM containing OSC Bulletin material from January 1994 is available from Micromedia Limited. The sample issue of the OSC Bulletin is available on the internet at:

"http://www.micromedia.on. cal"

Claims from bona fide subscribers for missing issues will be honoured by Micromedia up to one month from publication date. After that period back issues will be available on microfiche only.

Full copies of both Insider Reports and Public Filings listed in Chapters 7 and 10 respectively are available from: Demand Documents Department, Micromedia, 20 Victoria Street, Toronto, Ontario M5C 2N8 (416) 362-5211, extension 2211.

Space is available in the Ontario Securities Commission Bulletin for advertisements. The publisher will accept advertising aimed at the securities industry or financial community in Canada. Advertisements are limited to tombstone announcements and professional business card announcements by members of, and suppliers to, the financial services industry.

Copyright 2001 IHS/Micromedia Limited ISSN 0226-9325

Table of Contents

Chapter 1 Notices I News Releases , .................. I 1.1 Notices ......................................................I 1.1.1 Current Proceedings Before The Ontario

Securities Commission ............................... 1 1.1.2 OSC Policy Statement No.5.2, Junior

Natural Resource Issuers .......................... 3 1.1.3 Notice of Amendments to the Business

Corporations Act (Ontario) ......................... 3 1.1.4 Policy Reformulation Project

- Summary of Publications ......................... 4 1.1.5 Staff Notice 11-708 Policy

Reformulation Project - Table of Concordance ........................... 28

1.2 News Releases ....................................... 56 1.2.1 EFA Software Services Ltd. and CDNX ... 56

Chapter 2 Decisions, Orders and Rulings ......572.1 Decisions ................................................. 57 2.1.1 TD Securities Inc. and DataRadio Inc.

- MRRS Decision ..................................... 57 2.1.2 CIBC Investor Services Inc.

- MRRS Decision ..................................... 59 2.1.3 TD Waterhouse Investor. Services Inc.

- MRRS Decision ..................................... 64 2.1 .4 Citadel S -1 Income Trust Fund

- MRRS Decision ..................................... 68 2.1.5 CMP 2000 II Limited Resource

Partnership - MRRS Decision .... .............. 70 2.1.6 SNC-Lavalin Group Inc. et al.

- MRRS Decision ..................................... 72 2.1.7 Jawz Inc; and Jawz Aquisition Canada

Corp. - MRRS Decision .................. .......... 73 2.1.8 Power Corporation of Canada

- MRRS Decision ..................................... 76 2.1.9 Acanthus Real Estate Corporation

- MRRS Decision ..................................... 78 2.1.10 Esylvan Inc. - MRRS Decision................. 79 2.1.11 Taylor Gas Liquids Fund

- MRRS Decisions ....................... . ............ 82 2.1.12 Phillips, Hager and North Investment

Management Ltd . ..................................... 83 2.1.13 Plains Energy Services Limited

- MRRS Decision ..................................... 85 2.1.14 Nova Bancorp Wealth Management

- MRRS Decision...................................... 86 2.1.15 Oncolytics Biotech Inc.

- MRRS Decision ..................................... 88 2.1.16 Prudential Steel Limited

- MRRS Decision ..................................... 90

2.1.17 Optimum General Inc. - MRRS Decision .... . ................................ 91

2.1.18 AIC Funds and 1450473 Ontario Inc. - MRRS Decision ..................................... 93

2.1.19 Credential Funds- MRRS Decision ......... 98 2.2 Orders ................................................... 101 2.2.1 BMO Funds et al. - s.144....................... 101 2.2.2 Collin Fraser, George A.T. Williams,

Frederic Lapointe and Royal Oak Ventures - s. 144.................................... 102

2.2.3 BT Capital Advisors - s. 78(1) CFA........ 103 2.2.4 Mobil Corporation - s. 83........................ 104 2.2.5 First Federal Capital (Canada)

Corporation and Monte Freisner -s.127(7)................................................ 104

2.2.6 Global Privacy Management Trust and Robert Cranston - si 27(7) .............. 105

2.2.7 Offshore Marketing Alliance and Warren English - s.127(7) ...................... 105

2.2.8 Terry G. Dodsley - s. 127(7) ................... 106 2.2.9 Scaffold Connection Corporation

-s.144 ................................................... 106

Chapter 3 Reasons: Decisions, Orders and Rulings (nil) ..................................... 109

Chapter 4 Cease Trading Orders ................... Ill 4.1.1 Temporary and Cease Trading Orders.. 111

Chapter 5 Rules and Policies (nil).................113

Chapter Request for Comments ................. 115 6.1 .1 Ontario Securities Commission

Policy No. 5.2.........................................115

Chapter 7 Insider Reporting...........................119

Chapter 8 Notice of Exempt Financings .......153 Reports of Trades Submitted on Form 45-501 fl .......................................153 Notice of Intention to Distribute Securities Pursuant to Subsection 7 of Section 72 - (Form 23) ...........................155

Chapter 9 Legislation ..................................... 157 9.1.1 Amendments to the Business

Corporations Act ....................................157

January 5, 2001 .. ' (2001), 24 OSCB

Table of Contents (cont'd)

Chapter 11 IPOs, New Issues andSecondary . .. Financings ..................................... 159

Chapter 12 Registrations ................................ .167 12.1.1 Securities ...............................................167

Chapter 13 SRO Notices and Disciplinary Proceedings ................................... 169

13.1.1 Nirvaan Merharchand ............................ 169 13.1.2 Harold Hamilton ..................................... 170 13.1.3 Harold Hamilton

- Settlement Agreement......................... 171 13.1.4 Rocco Meliambro................................... 176 13.1.5 Rocco Meliambro

Settlement Agreement .......................... 177

Chapter 25 Other Information ........................... 185 25.1 Securities ...............................................185

Index ........................................................ 187

January 5, 2001 (2001), 24 OSCB

Chapter 1

Notices I News Releases

1.1 Notices SCHEDULED OSC HEARINGS &

1.1.1 Current Proceedings Before The Ontario Date to be Mark Bonham and Bonham & Co. Inc. Securities Commission announced

January 5, 2001

CURRENT PROCEEDINGS

BEFORE

ONTARIO SECURITIES COMMISSION

Unless otherwise indicated in the date column, all hearings will take place at the following location:

The Harry S. Bray Hearing Room Ontario Securities Commission Cadillac Fairview Tower Suite 1700, Box 55 20 Queen Street West Toronto, Ontario M5H 3S8

Telephone: 416- 597-0681 Telecopiers: 416-593-8348

CDS TDX76

Late Mail depository on the 19th Floor until 6:00 p.m.

THE COMMISSIONERS

David A. Brown, Q.C., Chair - DAB

Howard Wetston, Q.C. Vice-Chair - HW

Kerry D. Adams, FCA - KDA

Stephen N. Adams, Q.C. - SNA

Derek Brown - DB

Robert W. Davis, FCA - RWD

John A. Geller, Q.C. - JAG

Robert W. Korthals - RWK Mary Theresa McLeod - MTM R. Stephen Paddon, Q.0 - RSP

s.127 Mr. A.Graburn in attendance for staff.

Panel: TBA

Date to be Amalgamated Income Limited announced Partnership and 479660 B.C. Ltd.

s.127& 127.1 Ms. J. Superina in attendance for staff

Panel: TBA

Jan 23, 25 YBM Magnex International et al. & 26/2001

s. 127 Mr. I.Smith & Mr. J.Naster in attendance for staff.

Panel: HIW/DB/RWD

Feb 5/2001 Noram Capital Management, Inc. and 10:00 a.m. Andrew Willman

s. 127 Ms. K. Wootton in attendance for staff.

Panel: TBA

Mar 19/2001 Wayne Umetsu

s. 60 of the Commodity Futures Act Ms. K. Wootton in attendance for staff.

Panel: TBA

Apr16/2001- Philip Services Corp., Allen Fracassi, Apr 30/2001 Philip Fracassi, Marvin Boughton, 10:00 am. Graham Hoey, Cohn Soule, Robert

Waxman and John Woodcroft

s. 127 Ms. K. Manarin & Ms. K. Wootton in attendance for staff.

Panel: TBA

January 5, 2001 (2001) 24 OSCB 1


May 7/2001 YBM Magnex International Inc., Harry W. 10:00 am. Antes, Jacob'G.' Bogatin, Kenneth E.

Davies, Igor Fisherman, Daniel E. Gatti, Frank S. Greenwald, R. Owen Mitchell, David R. Peterson, Michael D. Schmidt, Lawrence D. Wilder, Griffiths Mcburney & Partners, National Bank Financial Corp., (formerly known as First Marathon Securities Limited)

s. 127. Mr. I. Smith in attendance for staff.

Panel: HIW/DB/MPC

ADJOURNED SINE DIE

Southwest Securities

Global Privacy Management Trust and Robert Cranston

DJL Capital Corp. and Dennis John Little

Dual Capital Management Limited, Warren Lawrence Wall, Shirley Joan Wall, DJL Capital Corp., Dennis John Little and Benjamin Emile Poirier

Irvine James Dyck

M.C.J.C. Holdings Inc. and Michael Cowpland

Robert Thom islav Adzija, Larry Allen Ayres, David Arthur Bending, Marlene Berry, Douglas Cross, Allan Joseph Dorsey, Allan Eizenga, Guy Fangeat, Richard Jules Fangeat, Michael Hersey, George Edward Holmes, Todd Michael Johnston, Michael Thomas Peter Kennelly, John Douglas Kirby, Ernest Kiss, Arthur Krick, Frank Alan Latam, Brian Lawrence, Luke John Mcgee, Ron Masschaele, John Newman, Randall Novak, Normand Riopelle, Robert Louis Rizzuto, And Michael Vaughan

PROVINCIAL DIVISION PROCEEDINGS

Date to be Michael Cowpland and M.C.J.C. announced Holdings Inc.

s.122 Ms. M. Sopinka in attendance for staff.

Ottawa

Oct 16/2000 - John Bernard Felderhof Dec 22/2000 10:00 am. Mssrs. J. Naster and I. Smith

for staff.

Courtroom TBA, Provincial Offences Court

Old City Hall, Toronto

Dec 4/2000 1173219 Ontario Limited c.o.b. as Dec 5/2000 TAC (The Alternate Choice), TAC Dec 6/2000 International Limited, Douglas R. Dec 7/2000 Walker, David C. Drennan, Steven 9:00 am. Peck, Don Gutoski, Ray Ricks, Al Courtroom N Johnson and Gerald McLeod

s. 122 Mr. D. Ferris in attendance for staff. Provincial Offences Court Old City Hall, Toronto

Jan 29/2001 - Einar Bellfield Feb 2/2001 Apr 30/2001 - s. 122 May 7/2001 Ms. K. Manarin in attendance for staff. 9:00 am.

Courtroom C, Provincial Offences Court Old City Hall, Toronto

Reference: John Stevenson Secretary to the Ontario Securities Commission (416) 593-8145

S. B. McLaughlin

January 5, 2001 . (2001) 24 OSCB 2

Notices / News Releases

1.1.2 OSC Policy Statement No5.2, Junior Natural Resource Issuers

ONTARIO SECURITIES COMMISSION POLICY STATEMENT NO. 5.2 JUNIOR NATURAL RESOURCE

ISSUERS

The Commission is publishing a discussion paper on this matter in chapter 6 of this Bulletin issue, Request for Comments.

1.1.3 Notice of Amendments to the Business Corporations Act (Ontario)

• NOTICE OF AMENDMENTS TO THE BUSINESS CORPORATIONS ACT (ONTARIO)

The Commission is publishing in today's Bulletin two amendments to the Business Corporations Act (Ontario) (the "OBCA"). These amendments came into effect on December 6, 2000 and relate to amendments previously made to the Securities Act under the More Tax Cuts for Jobs, Growth and Prosperity Act, 1999 . 1 The amendments to the OBCA are contained in the Red Tape Reduction Act, 2000 (Bill 119).

Subsection 1(6) of the OBCA was amended to:

(1) remove the ability of a corporation to be viewed for purposes of the OBCA as "offering its securities to the public" by filing a securities exchange take-over bid circular or issuer bid circular. The effect of this amendment will be that an OBCA company can no longer become a reporting issuer under the Securities Act by filing such circulars (see paragraph (d) of the definition of "reporting issuer" under the Securities Act) ; 2 and

(2) to increase the ability of the Commission to order that a corporation has ceased to be "offering its securities to the public" under the OBCA by removing the requirement that an applicant must have fewer than 15 security holders .3

The relevant amendments are published in Chapter 9 of the Bulletin.

The Red Tape Reduction Act, 2000 can be viewed in its entirety at the Ministry of the Attorney General's web site (www.attorneygeneral.jus.gov.on.ca ).

Reference:

Susan Wolburgh Jenah General Counsel (416) 593-8245

Rossana Di Lieto Legal Counsel General Counsel's Office (416) 593-8106

Notices relating the amendments to the Securities Act were previously published in the Bulletin on December 10, 1999 and December 24, 1999. See (1999) 22 OSCB 7951 and (1999) 22 OSCB 8395 respectively.

The Securities Act was amended in December 1999 to remove the ability of issuers to become reporting issuers" by filing a securities exchange take-over bid (paragraph (b.1)of the definition of 'reporting issuer").

The Securities Act was amended in December 1999 to broaden the Commission's power to deem that a reporting issuer has ceased to be a reporting issuer by removing the requirement that an applicant must have fewer than fifteen security holders whose latest address is shown on the books of the company as in Ontario (amendment to section 83).

January 5, 2001 (2001) 24 OSCB 3


1.1.4 Policy Reformulation Project - Summary of Publications

SUMMARY OF PUBLICATIONS

PUBLICATION BY DATE PUBLISHED

January 7. 2000 (2000) 23 OSCB 3 Declaration on Cooperation and Supervision of International Futures Markets and Clearing

Organizations (2000) 23 OSCB 7 Short Notice of Proposed Rule and Companion Policy - Over-The-Counter Derivatives 91-504 (2000) 23 OSCB 8 CSA Staff Notice - Sale of Insurance Products by Dually Employed Salespersons 33-305 (2000) 23 OSCB 51 Notice of Proposed Rule 91-504 and Companion Policy 91-504CP - Over-The-Counter

Derivatives/Request for Comments

January 14. 2000 (2000) 23 OSCB 193 Staff Notice — Table of Concordance for the Reformulation Project 11-704 (2000) 23 OSCB 245 Staff Notice - Networking Applications 33-718 (2000) 23 OSCB 245 Short Notice of Final Amendments to Rules under the Securities Act Extending the Expiration

Date to December 31, 2000 and July 1 2001 (2000) 23 OSCB 285 Amendment to the Ontario Securities Commission Rule In the Matter of Limitations on a

Registrant Underwriting Securities of a Related Issuer or Connected Issuer of the Registrant (2000) 23 OSCB 285 Amendment to the Ontario Securities Commission Rule In the Matter of Certain Advisors (2000) 23 OSCB 286 Amendment to Ontario Securities Commission Rule In the Matter of Rules for Shelf Prospectus

Offerings and for Pricing Offerings after the Prospectus is Receipted (2000) 23 OSCB 286 Amendment to Ontario Securities Commission Rule In the Matter of Prompt Offering

Qualification System (2000) 23 OSCB 287 Amendment to Ontario Securities Commission Rule In the Matter of National Policy Statement

No. 47 and the Solicitation of Expressions of Interest, (2000) 23 OSCB 287 Amendment to the Ontario Securities Commission Rule In the Matter of Certain Reporting

Issuers (2000) 23 OSCB 288 Amendment to the Ontario Securities Commission Rule In the Matter of Certain Reporting

Issuers [including National Policy No. 41] (2000) 23 OSCB 288 Amendment to the Ontario Securities Commission Rule In the Matter of Going Private

Transactions - (2000) 23 OSCB 289 Amendment to the Ontario Securities Commission Rule In the Matter of Insider Bids, Issuer

Bids and Take-Over Bids in Anticipation of Going Private Transactions (2000) 23 OSCB 289 Amendment to Ontario Securities Commission Rule Certain Reporting Issuers

January 28. 2000 (2000) 23 OSCB 583 Toronto Stock Exchange - Rule Book and Policies of The TSE Inc. - Notice of Commission

Approval (2000) 23 OSCB 583 Short Notice of Proposed Amendments to National Instrument 81 -1 02 Mutual Funds and

Companion Policy 81-1 O2CP and to Forms 81-101 Fl - Contents of Simplified Prospectus, Form 81-101F2 - Contents of Annual Information Form

(2000) 23 OSCB 584 Short Notice of Minister of Finance Approval of Final Rule under the Securities Act —Mutual Funds 81-102

(2000) 23 OSCB 584 Short Notice of Minister of Finance Approval of Final Rule - Mutual Fund Prospectus Disclosure 81-101 and Forms 81-I0IFI and 81-101F2

(2000) 23 OSCB 585 Short Notice of Amendment to Regulation 1015 in connection with National Instrument 81-101 Mutual Fund Prospectus Disclosure, Form 81-I0IFI and Form 81-101F2, and National Instrument 81-102 Mutual Funds

(2000) 23 OSCB 585 Canadian Derivatives Clearing Corporation - CDCC Rule Amendment - Rule B-9 - Index Participation Unit Options - Notice of Commission Approval

(2000) 23 OSCB 633 Concept Proposal for an Integrated Disclosure System/Request for Comments

(2000) 23 OSCB 711 Regulations to Amend Regulation 1015 of the Revised Regulations of Ontario, 1990 made under the Securities Act

(2000) 23 OSCB(Supp) 3 Mutual Fund Prospectus Disclosure 81-101 (2000) 23 OSCB(Supp) 11 Mutual Fund Prospectus Disclosure - Companion Policy 81-I0ICP (2000) 23 OSCB(Supp) 20 Forms - Contents of Simplified Prospectus 81-101 F1 (2000) 23 OSCB(Supp) 42 Forms - Contents of Annual Information Form 81 -101 F2 (2000) 23 OSCB(Supp) 59 Mutual Funds 81 -1 02 (2000) 23 OSCB(Supp) 116 Mutual Funds - Companion Policy 81-IO2CP

January 5, 20011 (2001) 24 OSCB 4


(2000) 23 OSCB(Supp) 135 Notice of Proposed Amendments to National Instrument 81-102 and Companion Policy 81-IO2CP - Mutual Funds - and to Forms 81-102F1 Contents of Simplified Prospectus and Form 81-102F2 - Contents of Annual Information Form

(2000) 23 OSCB(Supp) 148 Proposed Amendments to National Instrument - Mutual Funds 81 -1 02 (2000) 23 OSCB(Supp) 156 Proposed Amendments to Companion Policy - Mutual Funds 81 -1 O2CP (2000) 23 OSCB(Supp) 160 Proposed Amendments to Forms - Contents of Simplified Prospectus 81-101 Fl; Contents of

Annual Information Form 81 -101 F2

February 11, 2000 (2000) 23 OSCB 901 Short Notice Final Rule and Companion Policy - Insider Bids, Issuer Bids, Going Private

Transaction and Related Party Transactions 61-501; 61-501 CP (2000) 23 OSCB 905 CSA Staff Notice - Dual Reporting of Financial Information 42-301 and 42-302 (2000) 23 OSCB 965 Notice of Rule 61-501 and Companion Policy 61-50ICP— Insider Bids, Issuer Bids, Going

Private Transactions and Related Party Transactions (2000) 23 OSCB 971 Insider Bids, Issuer Bids, Going Private Transactions and Related Party Transactions 61-501 (2000) 23 OSCB 1000 Companion Policy 61-50ICP

February 18, 2000 (2000) 23 OSCB 1130 Staff Accounting Notice - Income Statement Presentation of Goodwill Charges 52-709

February 25, 2000 (2000) 23 OSCB 1311 Assignment of Certain Powers and Duties of the OSC (2000) 23 OSCB 1312 Assignment of Certain Powers and Duties of the OSC (2000) 23 OSCB 1314 Short Notice Final Rule — Control Block Distribution Issues 62-101 (2000) 23 OSCB 1314 Short Notice Final Rule - Disclosure of Outstanding Share Data 62-102 (2000) 23 OSCB 1315 Short Notice Final Rule - The Early Warning System and Related Take-Over Bid and Insider

Reporting Issues 62-103 (2000) 23 OSCB 1315 Short Notice of Amendment to Regulation 1015 in Connection with 62-103 (2000) 23 OSCB 1367 Control Block Distribution Issues 62-101 (2000)23 OSCB 1370 Disclosure of Outstanding Share Data 62-102 (2000) 23 OSCB 1372 The Early Warning System and Related Take-Over Bid and Insider Reporting Issues 62-103

March 10. 2000 (2000) 23 OSCB 1731 Declaration on Cooperation and Supervision of International Futures Markets and Clearing

Organizations: Ministerial Approval (2000) 23 OSCB 1732 TSE By-law No. 701 - A By-law to Permit Trading After Hours at the Closing Price - Notice of

Commission Approval (2000) 23 OSCB 1732 Short Notice of Rule 51-501 and Companion Policy 51-50ICP AIF and MD&A and Proposed

• Recission of OSC Policy Statement 5.10 (2000) 23 OSCB 1733 Short Notice of Proposed Rule 52-501 and Companion Policy 52-50ICP - Financial Statements

and Proposed Recission of OSC Policy Statement 5.10 (2000) 23 OSCB 1783 Notice of Proposed Rule 51-501 and Companion Policy 51-50ICP AIF, and MD&A and

Proposed Recission of OSC Policy Statement No. 5.10 Annual Information Form and Management's Discussion and Analysis of Financial Condition and Results of Operations! Request for Comments

(2000) 23 OSCB 1793 Notice of Proposed Rule 52-501 and Companion Policy 52-50ICP - Financial Statements

March 17. 2000

(2000) 23 OSCB 1935 Short Notice - Proposed Rule Prospectus Disclosure in Certain Information Circulars 54-501

(2000) 23 OSCB 1936 Short Notice - The Toronto Stock Exchange - By-law No. 704 - Introduction of Anonymous Trading and Undisclosed Volume - Notice of Commission Approval

(2000) 23 OSCB 1936 CSA Notice - Proposal for Uniform Terms of Escrow Applicable to Initial Public Distributions 46-301

(2000) 23 OSCB 1979 Notice of Rule 54-501 - Prospectus Disclosure in Certain Information Circulars/Request for Comments

March 24. 2000

(2000) 23 OSCB 2116 Short Notice - National Instrument 43-101 Standards of Disclosure for Mineral Projects, Proposed Form 43-101 Fl Technical Reports, Proposed Companion Policy 43-I0ICP - Notice of Proposed Changes

(2000) 23 OSCB 2116 Short Notice - The Toronto Stock Exchange - By-law No. 702— Removal of Restrictions on Trading Listed Securities on Nasdaq

January 5, 2001 (2001) 24 OSCB 5


(2000) 23 OSCB 2159 National Instrument 43-101 - Standards of Disclosure for Mineral Projects/Request for Comments

March 31. 2000 (2000) 23 OSCB 2316 Short Notice - Statement of Priorities for Fiscal Year ending March 31, 2001/Request for

Comments (2000)23 OSCB 2320 Short Notice - Local Policy 57-603 Defaults by Reporting Issuers in Complying with Financial

Statement Filing Requirements (2000) 23 OSCB 2363 Statement of Priorities for Fiscal Year ending March31, 2001 (2000) 23 OSCB 2368 Local Policy 57-603 - Defaults by Reporting Issuers in Complying with Financial Statement

Filing Requirements

April 7, 2000 (2000) 23 OSCB 2486 Staff Notice - Disclosure by Mutual Funds of Changes in Calculation of Management Expense

Ratio 81-306 (2000) 23 OSCB 2488 Notice of Commission Approval - TSE: Suspension and Delisting Policy - Changes to

Continued Listing Requirements and Suspension Review Process (2000) 23 OSCB 2489 Short Notice of Commission Approval and Publication for Comment: Amendment to IDA Policy

6 - Part 1, Proficiency Requirements (2000) 23 OSCB 2627 IDA - Proposed Policy No. 6, Part 1 - Proficiency Requirements (2000) 23 OSCB 2490 Toronto Stock Exchange Inc. -Recognition Order

Aoril 14. 2000 (2000) 23 OSCB 2642 Policy Reformulation Project - Quarterly Summary of Publications (2000) 23 OSCB 2652 Policy Reformulation Project - Table of Concordance (2000) 23 OSCB 2679 Short Notice of Minister of Finance Approval of Final Rule - Insider Bids, Issuer Bids, Going

Private Transactions and Related Party Transactions 61-561 (2000) 23 OSCB 2680 Short Notice: SRO Membership - Securities Dealers and . Brokers/Request for Comments 31-

507 (2000) 23 OSCB 2719 Rule 61-501 - Insider Bids, Issuer Bids, Going Private Transactions and Related Party

Transactions (2000) 23 OSCB 2755 Rule 31-507 - SRO Membership - Securities Dealers and Brokers/Request for Comments

April 28, 2000 S

(2000) 23 OSCB 3034 Five-Year Review of Securities Legislation in Ontario/Request for Comments

May 19. 2000 (2000) 23 OSCB 3512 Staff Notice - Registrant Regulatory Filings 33-713 (2000) 23 OSCB 3627 IDA - Amendment to General Notes and Definitions of Form 1 to Allow Dual Trade

Date/Settlement Date Margining (2000) 23 OSCB 3629 IDA - Composition of the IDA Board (2000) 23 OSCB 3634 IDA - Small Investments by Industry Investors in Another Member or Holding Company (2000) 23 OSCB 3636 IDA - Manipulative or Deceptive Trading

May 26, 2000 (2000) 23 OSCB 3650 IDA - Amendment to Policy 6- Part 1, Proficiency Requirements -Notice of Commission

Approval

June 2, 2000 (2000) 23 OSCB 3791 Short Notice - National Instrument 81-104 Commodity Pools and Companion Policy 81-I04CP

Commodity Pools - Notice of Proposed Changes (2000) 23 OSCB 3855 Notice of Proposed Changes to National Instrument 81-104 and Companion Policy 81 -1 O4CP

Commodity Pools/Request for Comments

June 16, 2000 (2000) 23 OSCB 4121

S

Short Notice-. Mutual Fund Dealers Association of Can: ada - including Proposed Rule 31-506 SRO Membership - Mutual Fund Dealers and the MFDA Recognition Application

(2000) 23 OSCB 4122 Short Notice of Proposed Amendment to National Instrument 81 -1 02 and Companion Policy 81-IO2CP (Mutual Funds) and to National Instrument 81-101 and Companion Policy 81-I0ICP (Mutual Fund Prospectus Disclosure)

(2000) 23 OSCB 4122 Short Notice of National Instrument 55-101 Exemption from Certain Insider Reporting Requirements

January 5, 2001 (2001) 24 OSCB 6


(2000) 23 OSCB 4123 Short Notice - Proposed National Instrument 55-102 System for Electronic Data on Insiders (SEDI)

(2000) 23 OSCB 4123 Staff Notice - Implementation of Reporting Issuer Continuous Disclosure Review Program 51-703

(2000) 23 OSCB 4195 Notice of Proposed Amendments to National Instrument 81-102 and Companion Policy 81-IO2CP Mutual Funds and to National Instrument 81-101 and Companion Policy 81-I0ICP Mutual Fund Prospectus Disclosure, and Form 81-I0IFI Contents of Simplified Prospectus and Form 81-101 F2 Contents of Annual Information Form/Request for Comments

(2000) 23 OSCB 4212 Notice of Proposed Changes.to National Instrument 55-101 and Companion Policy 55-IOICP Exemption from Certain Insider Reporting Requirements and Rescission of OSC Policy 10.1 Applications for Exemption from Insider Reporting Obligations for Insiders of Subsidiaries and Affiliated Issuers/Request for Comments

(2000) 23 OSCB 4227 Notice of Proposed National Instrument 55-102, Forms 55-102171, 55-102F2, 55-102F3, 55-102F4 and 55-102F5, Companion Policy 55-IO2CP System for Electronic Data on Insiders (SEDI)

(2000) 23 OSCB 4315 Toronto Stock Exchange- Alternative Trading Systems/Proprietary Electronic Trading Systems/Request for Comments

(2000) 23 OSCB(Supp) 163 Notice of Proposed Changes to Proposed Rule 31 .506 SRO Membership - Mutual Fund Dealers

June 23. 2000

(2000)23 OSCB 4337 Short Notice of Rule 31-502 and Companion Policy 31 -502CP Proficiency Requirements for Registrants

(2000) 23 OSCB 4337 Short Notice of Proposed Rule 35-502 Non-Resident Advisers

(2000) 23 OSCB 4381 Rule 31-502 and Companion Policy 35-502CP Proficiency Requirements for Registrants, and Revocation of Regulations - Notice of Rule under the Securities Act

(2000) 23 OSCB 4393 Notice of Proposed Rule 35-502 Non-Resident Advisers/Request for Comments

(2000) 23 OSCB 4467 Regulation to Amend Regulation 1015 of the Revised Regulations of Ontario, 1990 Made Under the Securities Act

(2000) 23 OSCB 4467 Regulation to Amend Regulation 90 of the Revised Regulations of Ontario, 1990 Made Under the Commodity Futures Act

June 30, 2000 (2000) 23 OSCB. 4498 Staff Notice 61-701 Applications for Exemptive Relief under Rule 61-501 (2000) 23 OSCB 4501 GSA Staff Request for Comment 13-401 Request for Changes, Additions or Improvements for a

Revised SEDAR System (2000) 23 OSCB 4503 Short Notice of Rule 31-507 SRO Membership - Securities Dealers and Brokers (2000) 23 OSCB 4565 Rule 31-507 SRO Membership - Securities Dealers and Brokers

July 7, 2000 (2000) 23 OSCB 4668 Staff Notice 11-705 Policy Reformulation Project - Table of Concordance

July 21, 2000 (2000) 23 OSCB 4939 Short Notice of Proposed National Instrument 33-102 Registrant Dealings with Clients (2000) 23 OSCB 4983 National Instrument 33-102 and Proposed Companion Policy 33-IO2CP Registrant Dealings

with Clients/Request for Comments

July 28, 2000 (2000) 23 OSCB 5097 Short Notice - Alternative Trading System Proposal: Proposed National Instrument 21-101,

Companion Policy 21-I0ICP and Forms 21-I0IFI, 21-102F2, 21-103F3, 21 .1004 and 21-105F5- Marketplace Operation, Proposed National Instrument 23-101 and Proposed Companion Policy 23 .I0ICP Trading Rules, Proposed OSC Rule 23 .501 Designation as Market Participant and Proposed OSC Rule 23-502 and Proposed Companion Policy 23-502CP The Reported Market

(2000) 23 OSCB 5098 Staff Notice 53 .701 Staff Report on Corporate Disclosure Survey (2000) 23 OSCB (Supp) 297 Notice - Alternative Trading System Proposal: Proposed National Instrument 21 -1011,

Companion Policy 21-I0ICP and Forms 21-I0IFI, 21-102F2, 21-103F3, 21-104F4 and 21. 105F5 - Marketplace Operation, Proposed National Instrument 23-101 and Proposed Companion Policy 23-I0ICP Trading Rules, Proposed OSC Rule 23-501 Designation as Market Participant and Proposed OSC Rule 23-502 and Proposed Companion Policy 23-502CP The Reported Market

(2000) 23 OSCB (Supp) 343 Proposed National Instrument 21-101, Proposed Companion Policy 21 .I0ICP and Forms - Market Place Operation/Request for Comments

January 5, 2001 (2001) 24 OSCB 7


(2000) 23 OSCB (Supp) 387 Proposed National Instrument 23-101 and Proposed Companion Policy 23-I0ICP Trading Rules/Request for Comments

(2000) 23 OSCB (Supp) 407 Proposed OSC Rule 23-501 Designation as Market Participant/Request for Comments (2000) 23 OSCB (Supp) 411 Proposed OSC Rule 23-502 and Proposed Companion Policy 23-502CP The Reported

Market/Request for Comments

August 4, 2000 (2000) 23 OSCB 5269 Short Notice of CSA Staff Notice 31-401 Registration Form Relating to the National Registration

Database (2000) 23 OSCB 5269 Staff Notice 81-704 Limited Powers of Attorney and Letters of Authorization Used in the Sale of

Mutual Funds (2000) 23 OSCB 5271 TSE Inc. - Amendments to the In-House Client Priority Rule 4-501 (2000) 23 OSCB 5271 TSE Inc. - Recognition of Indexes and Trading of Securities Similar to Index Participation Funds (2000) 23 OSCB 5329 CSA Staff Notice 31-401 Registration Forms Relating to the National Registration

Database/Request for Comments

August 11, 2000 (2000) 23 OSCB 5508 CSA Staff Notice 12-304 National Policy 12-201 Mutual Reliance Review System for Exemptive

Relief Applications Frequently Occurring Issues (2000) 23 OSCB 5547 Notice of Proposed Changes to Proposed National Instrument 45-101, Companion Policy 45-

101 CP and Form 45-101 Fl Rights Offering and Rescission of Certain Policies/Request for Comments

Auciust 18. 2000

(2000) 23 OSCB 5628 Notice of Minister of Finance Approval of Final Rule - OSC Rule 31-507 SRO Membership - Securities Dealers and Brokers

(2000) 23 OSCB 5628 Notice of Minister of Finance Approval of Final Rule and Amendment to Regulation 1015 - OSC Rule 31-502 Proficiency Requirements for Registrants

(2000) 23 OSCB 5657 OSC Rule 31-507 SRO Membership - Securities Dealers and Brokers

(2000) 23 OSCB 5658 OSC Rule 31-502, Companion Policy 31-502CP, Staff Notice 31-702 of Ontario Securities Commission Designation of Course under Rule 31-502 and Regulation - Proficiency Requirements for Registrants

September 1, 2000 (2000) 23 OSCB 5884 Short Notice of Publication of Materials: Canadian Venture Exchange Inc.'s Request for an

Exemption from Recognition as a Stock Exchange under s.21 of the Securities Act (2000)23 OSCB 5886 Short Notice of Proposed National Instrument 54-101, Forms 54-101 F1 to 54-101 F9,

Companion Policy 54-I0ICP, and Rescission of National Policy Statement No. 41 Communication with Beneficial Owners of Securities of a Reporting Issuer

(2000) 23 OSCB 5937 Notice of Proposed Changes to Proposed National Instrument 54-101, Forms 54-101 Fl, 54-101F2, 54-101F3, 54-101F4, 54-101F5, 54-101F6, 54-101F7, 54-101F8 and 54-101F9and Companion Policy 54-I0ICP and Rescission of National Policy Statement No. 41

(2000) 23 OSCB 6055 Canadian Venture Exchange - Request for Exemption (2000) 23 OSCB 6110 CDN - Transfer of CDN Securities to New Trading Systems and Access to TSE/CATS System

During Interim Trading Period

Seotember 8. 2000 (2000) 23 OSCB 6138 TSE - Listing Policy - Proposed New Original Listing Requirements for Technology Companies

Applying Under the Industrial Category - Notice of Commission Approval (2000) 23 OSCB 6138 Short Notice of Request for Comments - Proposed Rule 45-501 Exempt Distributions (Revised),

Companion Policy 45-50ICP (Revised), Form 45-501 Fl (Revised), Form 45-501F2 (Revised) and Form 45-501F3, and Notice of Proposed Rescission of Rule 45-501 Exempt Distributions and Companion Policy 45-50ICP, and Rule 45-504 Prospectus Exemption for Distributions of Securities to Portfolio Advisers on Behalf of Fully Managed Accounts

(2000) 23 OSCB 6139 Short Notice of OSC Rule 91-504 Over-The-Counter Derivatives - Notice of Final Rule Under the Securities Act

(2000) 23 OSCB 6139 Short Notice of Proposed Multilateral Instrument 45-102 Resale of Securities, Companion Policy 45-I O2CP and Forms 45-102F1, 45-102F2 and 45-102F3

(2000) 23 OSCB 6140 Short Notice of Proposed Multilateral Instrument 72-101 and Companion Policy 72-I0ICP and Form 72-101 Fl - Distributions Outside of the Loäal Jurisdiction

(2000) 23 OSCB 6189 Notice of Final Rule and Policy Under the Securities Act - Rule 91-504 Over-The-Counter Derivatives and Companion Policy 91-504CP

January 5, 2001 (2001)24 OSCB 8


(2000) 23 OSCB 6205 Notice of Rule 45-501 Exempt Distributions (Revised), Companion Policy 45-50ICP (Revised), Form 45-501 Fl (Revised), Form 45-501 F2 (Revised), Form 45-501 F3 (Revised) and Rescission of Existing Rule 45-501 and Companion Policy 45-50ICP and Rule 45-504 Prospectus Exemption for Distributions of Securities to Portfolio Advisers on Behalf of Fully Managed Accounts/Request for Comments

(2000) 23 OSCB 6235 Notice of Proposed Multilateral Instrument 45-102, Companion Policy 45-1 O2CP, and Forms 45-102171, 45-102F2 and 45-102F3 - Resale of Securities/Request for Comments

(2000) 23 OSCB 6260 Notice of Proposed Multilateral Instrument 72-101, Companion Policy 72-I0ICP, and Form 72- 101 Fl - Distributions Outside of the Local Jurisdiction/Request for Comments

Seotember 22. 2000 (2000) 23 OSCB 6494 Notice of Commission Approval of Memorandum of Understanding with the Alberta Securities

Commission and the British Columbia Securities Commission (2000)230S CB 6494 Memorandum of Understanding Regarding the Oversight of the Canadian Venture Exchange

Inc. by the Alberta Securities Commission and the British Columbia Securities Commission (2000) 23 OSCB 6497 Short Notice - Toronto Stock Exchange - Amendments to Rule 4-104(2)(a) of the Toronto Stock

Exchange Inc. Proprietary Electronic Trading Systems Notice of Commission Approval (2000) 23 OSCB 6497 Short Notice - Rule 35-502 Non-Resident Advisers (2000) 23 OSCB 6541 Notice of Rule 35-502 Non-Resident Advisers and Amendment of Regulations - includes

rescission of OSC Policy 4.8

Seotember 29. 2000 (2000) 23 OSCB 6652 Notice of Commission Decision Temporarily Exempting the Montreal Exchange from

Recognition (2000) 23 OSCB 6653 Short Notice of Final Amendments to Rules Under the Securities Act Extending the Expiration

Date to December 31, 2001 and July 1, 2002 (2000) 23 OSCB 6653 Notice of Ontario Securities Commission Rule In the Matter of the Limitations on a Registrant

Underwriting Securities of a Related Issuer or Connected Issuer of the Registrant (2000) 23 OSCB 6725 Amendment to Ontario Securities Commission Rule In the Matter of Certain Reporting Issuers

[including National Policy Statement No. 41] (2000) 23 OSCB 6726 Amendment to Rule Under the Securities Act In the Matter of Certain Reporting Issuers (2000) 23 OSCB 6727 Amendment to Rule Under the Securities Act In the Matter of Regulation 1015, .R.R.O. 1990,

As Amended, and In the Matter of Certain International Offerings by Private Placement in Ontario

October 6. 2000 (2000) 23 OSCB 6818 Policy Reformulation Project - Summary of Publications (2000) 23 OSCB 6836 Staff Notice 11-707 - Policy Reformulation Project - Table of Concordance (2000) 23 OSCB 6857 Short Notice - TSE Inc. - Electronic Volume Weighted Average Price Trading System (2000) 23 OSCB 6861 Staff Notice 11-706 - Withdrawal of Staff Notices (2000) 23 OSCB 6862 Notice of Commission Decision Temporarily Exempting the Montreal Exchange from

Recognition (2000) 23 OSCB 6953 TSE Inc. - Electronic Volume Weighted Average Price Trading System

October 13. 2000 (2000) 23 OSCB 6984 Staff Notice - Processing Prospectuses Before Year End (2000) 23 OSCB 6984 Recognition of Certain Stock Exchanges - s.154(1) of the Regulation (2000) 23 OSCB 6985 Short Notice of Commission Approval of Rule 54-501 Prospectus Disclosure (2000) 23 OSCB 6986 Short Notice of Commission Approval of Rule 31-506 SRO Membership - Mutual Fund Dealers (2000) 23 OSCB 6986 Short Notice of National Instrument 44-101 Short Form Prospectus Distributions, Form 44-

I0IFI, Form 44-101F2, Form 44-101F3, Companion Policy 44-I0ICP and National Instrument 44-102 Shelf Distributions, Companion Policy 44-IO2CP and National Instrument 44-103 Post-Receipt Pricing, Companion Policy 44-I03CP

(2000) 23 OSCB 6987 Short Notice of Rule 41-501 General Prospectus Requirements, Form 41-501 Fl, Form 41-501F2, Form 41-501F3, Form 41-501F4, Companion Policy 41-50ICP and National Instrument 41-101 Prospectus Disclosure Requirements

(2000) 23 OSCB 7011 Notice of Rule 54-501 Prospectus Disclosure in Certain Information Circulars (2000) 23 OSCB 7013 Notice of Rule 31-506 SRO Membership - Mutual Fund Dealers (2000) 23 OSCB(Supp) 421 Notice of National Instrument 44-101, Forms 44-I0IFI, 44-101F2 and 44-101F3 and

Companion Policy 44-I0ICP Short Form Prospectus Distributions (2000) 23 OSCB(Supp) 567 Notice of National Instrument 44-102 and Companion Policy 44-IO2CP Shelf Distributions (2000) 23 OSCB(Supp) 601 Notice of National Instrument 44-103 and Companion Policy 44-I O3CP Post-Receipt Pricing

January 5, 2001 (2001) 24 OSCB 9


(2000) 23 OSCB(Supp) 621 Notice of National Instrument 41-101 Prospectus Disclosure Requirements and Rescission of National Policy Statements Nos. 12, 13, 32 and 35

(2000) 23 OSCB(Supp) 631 Notice of Rule 41 -501 General Prospectus Requirements, Form 41-501 Fl Information Required in a Prospectus, Form 41 -501 F2 Authorization of Indirect Collection of Personal Information, Form 41-501F3 Issuer Form of Submission to Jurisdiction and Appointment of Agent for Service of Process, Companion Policy 41-50ICP General Prospectus Requirements and Rescission of Portions of OSC Policy 5.7 and Portions of OSC Policy 5.1

October 20, 2000 (2000) 23 OSCB 7086 CSA Staff Notice 12-305 Exemptive Relief Application and Year End

October 27, 2000 (2000) 23 OSCB 7239 IDA By-Law 29 Regarding Valuation Disólosure Standards for Insider Bids, Issuer Bids, Going

Private Transactions and Related Party Transactions - Notice of Ontario Securities Commission Approval of Amendments

(2000) 23 OSCB 7283 Notice of Rule 51-501 AIF and MD&A and Companion Policy 51-50ICP and Rescission of OSC Policy Statement No. 5.10 Annual Information Form and Management's Discussion and Analysis of Financial Condition and Results of Operations

(2000) 23 OSCB 7296 Notice of Rule 52-501 Financial Statements and Companion Policy 52-50ICP

November 3, 2000 (2000) 23 OSCB 7383 CSA Notice 53-302 Proposal for a Statutory Civil Remedy for Investors in the Secondary Market

and Response to the Proposed Change to the Definitions of "Material Fact" and 'Material Change"

(2000) 23 OSCB 7445 The Toronto Stock Exchange - Amendments to the Rules of the Toronto Stock Exchange - Recognition of Indexes and Trading of Securities Similar to Index Participation Funds - Notice of Commission Approval

November 10, 2000 (2000) 23 OSCB 7589 OSC Staff Notice 45-701 Paragraph 35(2)144

November 17, 2000 (2000) 23 OSCB 7757 Short Notice - Proposed Rule 32-501 Direct Purchase Plans/Request for Comments (2000) 23 OSCB 7757 CSA Notice 55-302 National Instrument 55-102 System for Electronic Disclosure by Insiders

(SEDI) Implementation Date Postponed (2000) 23 OSCB 7758 Short Notice - National Instrument 43-101 Standards of Disclosure for Mineral Projects, Form

43-101 Fl Technical Report and Companion Policy 43-I0ICP (2000) 23 OSCB 7759 Short Notice - National Instrument 35-101 Conditional Exemption from Registration for United

States Broker-Dealers and Agents and Companion Policy 35-I0ICP (2000) 23 OSCB 7759 OSC Staff Notice 45-701 Paragrah 35(2) 14 of the Securities Act (Ontario) (2000) 23 OSCB 7815 National Instrument 43-101 Standards of Disclosure for Mineral Projects, Form 43-101 Fl

Technical Report and Companion Policy 43-I0ICP (2000) 23 OSCB 7855 National Instrument 35-101 and Companion Policy 35-1 01 CP Conditional Exemption from

Registration for United States Broker-Dealers and Agents (2000) 23 OSCB 7867 Notice of Proposed Rule 32-501 Direct Purchase Plans/Request for Comments (2000) 23 OSCB 7929 CSA Notice 43-301 CSA Mining Technical Advisory and Monitoring Committee

November 24, 2000 (2000) 23 OSCB 7941 Short Notice - Rule 35-502 Non-Resident Advisers (2000) 23 OSCB 7989 Rule 35-502 Non-Resident Advisers (2000) 23 OSCB 8002 Amendment of Regulation 1015

December 1, 2000 (2000) 23 OSCB 8077 Notice for Rule 91-504 Over-The-Counter Derivatives

December 8, 2000 (2000) 23 OSCB 8213 Short Notice - Proposed Policy 51-601 Reporting issuer Defaults/Request for Comments (2000) 23 OSCB 8213 Short Notice of Amendment to Rules Under the Securities Act Extending the Expiration Date to

December 31, 2001 and July 1, 2002 (2000) 23 OSCB 8244 Amendment to Ontario Securities Commission Rule In the Matter of Certain Reporting Issuers

[including National Policy Statement No. 41] (2000) 23 OSCB 8244 Amendment to Rule Under the Securities Act In the Matter of Certain Reporting Issuers

January 5, 2001 (2001) 24 OSCB TO


(2000) 23 OSCB 8244 Amendment to Rule Under the Securities Act in the Matter of Regulation 1015, R.R.O. 1990, as amended, and In the Matter of Certain International Offerings by Private Placement in Ontario

(2000) 23 OSCB 8266 Notice of Proposed Policy 51-601 and Rescission of OSC Policy 2.5 Reporting Issuer Defaults! Request for Comments

December 15, 2000 (2000) 23 OSCB 8309 Short Notice - Rule 41-501 General Prospectus Requirements - Notice of Minister of Finance

Approval (2000) 23 OSCB 8309 Short Notice - National Instrument 41 -101 Prospectus Disclosure Requirements - Notice of

Minister of Finance Approval (2000) 23 OSCB 8310 Notice of Commission Approval TSE Rule Amendments, Retail Access to the Exchange (2000) 23 OSCB 8311 Notice of Commission Approval - TSE Rule Amendments, Trading in Penny Increments (2000) 23 OSCB 8311 Short Notice - Rule 51-501 AIF and MD&A - Notice of Minister of Finance Approval (2000) 23 OSCB 8312 Short Notice - Rule 52-501 Financial Statements - Notice of Minister of Finance Approval (2000) 23 OSCB 8365 Rule 51-501 AIF and MD&A (2000) 23 OSCB 8372 Rule 52-501 Financial Statements (2000) 23 OSCB 8409 Amendment to Regulation 1015 - Re OSC Rule 41-501 General Prospectus Requirements (2000) 23 OSCB 8410 Amendment to Regulation 1015 - Re National Instrument 41-101 Prospectus Disclosure

Requirements (2000) 23 OSCB 8410 Amendment to Regulation 1015 - Re OSC Rule 52-501 Financial Statements (2000)23 OSCB(Supp) 759 National Instrument 41-101 Prospectus Disclosure Requirements (2000) 23 OSCB (Supp) 765 Rule 41-501 General Prospectus Requirements (2000) 23 OSCB (Supp) 795 Forms Related to Rule 41-501 General Prospectus Requirements (2000) 23 OSCB (Supp) 837 Companion Policy 41-50ICP General Prospectus Requirements

December 22. 2000 (2000) 23 OSCB 8437 Notice of Commission Approval - Canadian Venture Exchange Exemption from Recognition as

a Stock Exchange Under Section 21 of the Act (2000) 23 OSCB 8465 Short Notice - National Instrument 35-101 and Companion Policy 35-IOICP Conditional

Exemption from Registration Requirements for United States Broker-Dealers and Agents - Notice of Minister of Finance Approval (includes Rescission of CSA Notice 35-301 Conditional Exemption from Registration for United States Broker-Dealers and Agents)

(2000) 23 OSCB 8465 Short Notice - Rule 54-501 Prospectus Disclosure in Certain Information Circulars - Notice of Minister of Finance Approval

(2000) 23 OSCB 8466 Notice Regarding Rule 31-506 SRO Membership - Mutual Fund Dealers (2000) 23 OSCB 8470 - Short Notice - National Instrument 44-101 Short Form Prospectus Distributions - Notice of

Minister of Finance Approval (2000) 23 OSCB 8470 Short Notice - National Instrument 44-102 Shelf Distributions - Notice of Minister of Finance

Approval (2000) 23 OSCB 8471 Short Notice - National Instrument 44-103 Post-Receipt Pricing - Notice of Minister of Finance

Approval - Notice of Amendment to Regulation 1015 (2000) 23 OSCB 8471 Notice of Amendment to Corporate Finance Accountants Practice Manual (2000) 23 OSCB 8511 National Instrument 35-101 and Companion Policy 35-I0ICP Conditional Exemption from

Registration Requirements for United States Broker-Dealers and Agents (2000) 23 OSCB 8519 OSC Rule 54-501 Prospectus Disclosure in Certain Information Circulars (2000) 23 OSCB 8561 Amendment to Regulation 1015 - Re National Instrument 44-102 Shelf Distributions (2000) 23 OSCB 8561 Amendment to Regulation 1015- Re National Instrument 44-103 Post-Receipt Pricing (2000) 23 OSCB (Supp) 869 National Instrument 44-101 Short Form Prospectus Distributions (2000) 23 OSCB (Supp) 915 Forms Related to National Instrument 44-101 Short Form Prospectus Distributions (2000) 23 OSCB (Supp) 953 Companion Policy 44-I0ICP Short Form Prospectus Distributions (2000) 23 OSCB (Supp) 985 National Instrument 44-102 Shelf Distributions (2000) 23 OSCB (Supp) Companion Policy 44-IO2CP Shelf Distributions 1005 (2000) 23 OSCB (Supp) National Instrument 44-103 Post-Receipt Pricing 1015 (2000) 23 OSCB (Supp) Companion Policy 44-I03CP Post-Receipt Pricing 1025

January 5, 2001 (2001) 24 OSCB 11


A.

Local Notices

January 14. 2000 (2000) 23 OSCB 193 (2000) 23 OSCB 245

February 18, 2000 (2000) 23 OSCB 1130

May 19, 2000 (2000) 23 OSCB 3512

June 16, 2000 (2000) 23 OSCB 4123

June 30, 2000 (2000) 23 OSCB 4498

July 7, 2000 (2000), 23 OSCB 4668

July 28, 2000 (2000) 23 OSCB 5098

August 4, 2000 (2000) 23 OSCB 5269

October 6, 2000 (2000) 23 OSCB 6836 (2000) 23 OSCB 6861

October 13, 2000 (2000) 23 OSCB 6984

November 10, 2000 (2000) 23 OSCB 7589

November 17, 2000 (2000) 23 OSCB 7759

NOTICES

Staff Notice 11-704 - Table of Concordance for the Reformulation Project Staff Notice 33-718 - Networking Applications

Staff Accounting Notice 52-709 - Income Statement, Presentation of Goodwill Charges

Staff Notice 33-713 - Registrant Regulatory Filings

Staff Notice 51-703 — Implementation of Reporting Issuer Continuous Disclosure Review Program

Staff Notice 61-701 - Applications for Exemptive Relief under Rule 61-501

Staff Notice 11-705 - Policy Reformulation Project - Table of Concordance

Staff Notice 53-701 - Staff Report on Corporate Disclosure Survey

Staff Notice 81-704 - Limited Powers of Attorney and Letters of Authorization Used in the Sale of Mutual Funds

Staff Notice 11-707 - Policy Reformulation Project - Table of Concordance Staff Notice 11-706 - Withdrawal of Staff Notices

Staff Notice - Processing Prospectuses Before Year End

OSC Staff Notice 45-701 Paragraph 35(2)144

OSC Staff Notice 45-701 Paragrah 35(2) 14 of the Securities Act (Ontario)

Canadian Securities Administrators' Notices

CSA Staff Notice 33-305 - Sale of Insurance Products by Dually Employed Salespersons

CSA Staff Notice 42-301 and 52-302 - Dual Reporting of Financial Information

CSA Notice 46-301 - Proposal for Uniform Terms of Escrow Applicable to Initial Public Distributions

CSA Staff Notice 81-306 - Disclosure by Mutual Funds of Changes in Calculation of Management Expense Ratio

CSA Staff Request for Comment 13-401 - Request for Changes, Additions or Improvements for a Revised SEDAR System

January 7, 2000 (2000) 23 OSCB 8

February 11, 2000 (2000) 23 OSCB 905

March 17, 2000 (2000) 23 OSCB 1936

April 7, 2000 (2000) 23 OSCB 2486

June 30, 2000 (2000) 23 OSCB 4501

January 5, 2001 (2001) 24 OSCB 12


August 4, 2000

(2000) 23 OSCB 5269 Short Notice of CSA Staff Notice 31-401 Registration Form Relating to the National Registration Database

(2000) 23 OSCB 5329 CSA Staff Notice 31-401 Registration Forms Relating to the National Registration Database/Request for Comments

August 11, 2000

(2000) 23 OSCB 5508 CSA Staff Notice 12-304 National Policy 12-201 Mutual Reliance Review System for Exemptive Relief Applications Frequently Occurring Issues

October 20, 2000

(2000) 23 OSCB 7086 CSA Staff Notice 12-305 Exemptive Relief Application and Year End

November 3, 2000 (2000) 23 OSCB 7383 CSA Notice 53-302 Proposal for a Statutory Civil Remedy for Investors in the Secondary Market

and Response to the Proposed Change to the Definitions of "Material Fact' and 'Material Change"

November 17, 2000 (2000) 23 OSCB 7757 CSA Notice 55-302 National Instrument 55-102 System for Electronic Disclosure by Insiders

(SEDI) Implementation Date Postponed (2000) 23 OSCB 7929 CSA Notice 43-301 CSA Mining Technical Advisory and Monitoring Committee

B. MEMORANDUM OF UNDERSTANDING

January 7, 2000 (2000) 23 OSCB 3 Declaration on Cooperation and Supervision of International Futures Markets and Clearing

Organizations: Ministerial Approval

March 10, 2000 (2000) 23 OSCB 1731 Declaration on Cooperation and Supervision of International Futures Markets and Clearing

Organizations

September 22, 2000 (2000) 23 OSCB 6494 Notice of Commission Approval of Memorandum of Understanding with the Alberta Securities

Commission and the British Columbia Securities Commission (2000) 23 OSCB 6494 Memorandum of Understanding Regarding the Oversight of the Canadian Venture Exchange Inc.

by the Alberta Securities Commission and the British Columbia Securities Commission

C. RESCISSION OF POLICY STATEMENTS

Rescission of Ontario Securities Commission Policy Statement 2.5

December 8, 2000 (2000) 23 OSCB 8266 Notice of Proposed Policy 51-601 and Rescission of OSC Policy 2.5 Reporting Issuer Defaults/

Request for Comments

Rescission of Ontario Securities Commission Policy Statement No. 4.8

September 22, 2000 (2000) 23 OSCB 6541 Notice of Rule 5-502 Non-Resident Advisers and Amendment of Regulations - includes

rescission of OSC Policy 4.8

Rescission of Portions of Ontario Securities Commission Policy Statement No. 5.7 and Portions of Ontario Securities Commission Policy Statement No. 5.1

October 13, 2000 (2000) 23 OSCB(Supp) Notice of Rule 41-501 General Prospectus Requirements, Form 41-501 Fl Information Required in 631 a Prospectus, Form 41-501 F2 Authorization of Indirect Collection of Personal Information, Form

41-501 F3 Issuer Form of Submission to Jurisdiction and Appointment of Agent for Service of Process, Companion Policy 41-5OICP General Prospectus Requirements and Rescission of Portions of OSC Policy 5.7 and Portions of OSC Policy 5.1

January 5, 2001 (2001) 24 OSCB 13



March 10, 2O00 (2000) 23 OSCB 1783 Notice of Proposed Rule 51-501 and Companion Policy 51-50ICP AIF, and MD&A and Proposed

Recission of OSC Policy Statement No. 5.10 Annual Information Form and Management's Discussion and Analysis of.Financial Condition and Results of Operations

October 27, 2000 (2000) 23 OSCB 7283 Notice of Rule 51-501 AIF and MD&A and Companion Policy 51-50ICP and Rescission of OSC

Policy Statement No. 5.10 Annual Information Form and Management's Discussion and Analysis of Financial Condition and Results of Operations

Rescission of Ontario Securities Commission Policy Statement No. 6.2 and Uniform Act Policy 2-05

August 11, 2000 (2000) 23 OSCB 5547 Notice of Proposed Changes to Proposed National Instrument 45-101 Rights Offering, Companion

Policy 45-I0ICP and Form 45-101 F1 and Rescission of Certain Policies


June 16, 2000 (2000) 23 OSCB 4212 Notice of Proposed Changes to National Instrument 55-101 and Companion Policy 55-I0ICP

Exemption from Certain Insider Reporting Requirements and Rescission of OSC Policy 10.1 Applications for Exemption from Insider Reporting Obligations for Insiders of Subsidiaries and Affiliated Issuers/Request for Comments

Rescission of National Policy No. 2-A

March 24, 2000 (2000) 23 OSCB 2159 National Instrument 43-101 Standards of Disclosure for Mineral Projects/Request for Comments

[includes Rescission of National Policy 2-A]

November 17, 2000 (2000) 23 OSCB 7815 National Instrument 43-101 Standards of Disclosure for Mineral Projects [includes Rescission of

NP 2-A]

Rescission of National Policy Statements Nos. 12, 13, 32 and 35

October 13, 2000 (2000) 23 OSCB(Supp) Notice of National Instrument 41 -101 Prospectus Disclosure Requirements and Rescission of 621 National Policy Statements Nos. 12, 13, 32 and 35

Rescission of National Policy Statement No. 41

September 1, 2000

(2000) 23 OSCB 5886 Short Notice of Proposed National Instrument 54-101, Forms 54-101 Fl to 54-101F9, Companion Policy 54-I0ICP, and Rescission of National Policy Statement No. 41 Communication with Beneficial Owners of Securities of a Reporting Issuer

(2000) 23 OSCB 5937 Notice of Proposed Changes to Proposed National Instrument 54-101, Forms 54-101 Fl, 54-101F2, 54-101F3, 54-101F4, 54-101F5, 54-101F6, 54-101F7, 54-101 F8 and 54-101F9 and Companion Policy 54-I0ICP and Rescission of National Policy Statement No.. 41

Rescission of Corn oanion Polic y 45-50ICP

September 8, 2000

(2000) 23 OSCB 6138 Short Notice of Request for Comments - Proposed Rule 45-501 Exempt Distributions (Revised), Companion Policy 45-5OICP (Revised), Form 45-501 Fl (Revised), Form 45-501F2 (Revised) and Form 45-501 F3, and Notice of Proposed Rescission of Rule 45-501 Exempt Distributions and Companion Policy 45-50ICP, and Rule 45-504 Prospectus Exemption for Distributions of Securities to Portfolio Advisers on Behalf of Fully Managed Accounts

January 5, 2001 (2001) 24 OSCB 14


(2000) 23 OSCB 6205 Notice of Rule 45-501 Exempt Distributions (Revised), Companion Policy 45-50ICP (Revised), Form 45-501 Fl (Revised), Form 45-501 F2 (Revised) and Form 45-501 F3, and Rescission of Existing Rule 45-501 and Companion Policy 45-50ICP, and Rule 45-504 Prospectus Exemption for Distributions of Securities to Portfolio Advisers on Behalf of Fully Managed Accounts/Request for Comments

D. PROCEDURE AND RELATED MATTERS

E. CERTAIN CAPITAL MARKET PARTICIPANTS

21-101 21-I0ICP 21-IOIFI 21-101F2 21.-101F3 21-101F4 21-101F5 Marketplace Operation

July 28, 2000 (2000) 23 OSCB 5097 Short Notice - Alternative Trading System Proposal: Proposed National Instrument 21-101,

Companion Policy 21-I0ICP and Forms Marketplace Operation, Proposed National Instrument 23-101 and Proposed Companion Policy 23-I0ICP Trading Rules, Proposed OSC Rule 23-501 Designation as Market Participant and Proposed OSC Rule 23-502 and Proposed Companion Policy 23-502CP The Reported Market

(2000) 23 OSCB (Supp) Notice - Alternative Trading System Proposal: Proposed National Instrument 21-101, Companion 297 Policy 21 -101 CP and Forms Marketplace Operation, Proposed National Instrument 23-101 and

Proposed Companion Policy 23-I0ICP Trading Rules, Proposed OSC Rule 23-501 Designation as Market Participant and Proposed OSC Rule 23-502 and Proposed Companion Policy 23-502CP The Reported Market

(2000) 23 OSCB (Supp) Proposed National Instrument 21 -101, Proposed Companion Policy 21-I0ICP and Forms - 343 Marketplace Operations/Request for Comments

23-101 23-IOICP Tradinci Rules

July 28, 2000 (2000) 23 OSCB 5097 Short Notice - Alternative Trading System Proposal: Proposed National Instrument 21 -101,

Companion Policy 21-I0ICP and Forms - Marketplace Operation, Proposed National Instrument 23-101 and Proposed Companion Policy 23-I0ICP Trading Rules, Proposed OSC Rule 23-501 Designation as Market Participant and Proposed OSC Rule 23-502 and Proposed Companion Policy 23-502CP The Reported Market

(2000) 23 OSCB (Supp) Notice - Alternative Trading System Proposal: Proposed National Instrument 21 -101, Companion 297 Policy 21-I0ICP and Forms - Marketplace Operation, Proposed National Instrument 23-101 and

Proposed Companion Policy 23-IOICP Trading Rules, Proposed OSC Rule 23-501 Designation as Market Participant and Proposed OSC Rule 23-502 and Proposed Companion Policy 23-502CP The Reported Market

(2000) 23 OSCB (Supp) Proposed National Instrument 23-101 and Proposed Companion Policy 23-IOICP Trading 387 Rules/Request for Comments

23-501 Designation as Market Participant

July 28, 2000 (2000) 23 OSCB 5097 Short Notice - Alternative Trading System Proposal: Proposed National Instrument 21 -101,

Companion Policy 21-I0ICP and Forms 21-I0IFI, 21-102F2, 21-103F3, 21-104174 and 21-105F5 - Marketplace Operation, Proposed National Instrument 23-101 and Proposed Companion Policy 23-101 C? Trading Rules, Proposed OSC Rule 23-501 Designation as Market Participant and Proposed OSC Rule 23-502 and Proposed Companion Policy 23-502CP The Reported Market

(2000) 23 OSCB (Supp) Notice - Alternative Trading System Proposal: Proposed National Instrument 21-101, Companion 297 Policy 21-I0ICP and Forms - Marketplace Operation, Proposed National Instrument 23-101 and

Proposed Companion Policy 23-I0ICP Trading Rules, Proposed OSC Rule 23-501 Designation as Market Participant and Proposed OSC Rule 23-502 and Proposed Companion Policy 23-502CP The Reported Market

(2000) 23 OSCB (Supp) Proposed OSC Rule 23-501 Designation as Market Participant/Request for Comments 407

January 5, 2001 (2001) 24 OSCB 15


23-502 23-502CP The Reported Market

July 28, 2000 (2000) 23 OSCB 5097 Short Notice - Alternative Trading System Proposal: Proposed National Instrument 21 -1 01,

Companion Policy 21-I0ICP and Forms 21-I0IFI, 21-102F2, 21-103F3, 21-104F4 and 21-105F5 - Marketplace Operation, Proposed National Instrument 23-101 and Proposed Companion Policy 23-I0ICP Trading Rules, Proposed OSC Rule 23-501 Designation as Market Participant and Proposed OSC Rule 23-502 and Proposed Companion Policy 23-502CP The Reported Market

(2000) 23 OSCB (Supp) Notice - Alternative Trading System Proposal: Proposed National Instrument 21-101, Companion 297 Policy 21-I0ICP and Forms 21-I0IFI, 21-102F2, 21-103F3, 21-104F4 and 21-105F5 -

Marketplace Operation, Proposed National Instrument 23-101 and Proposed Companion Policy 23-IOICP Trading Rules, Proposed OSC Rule 23-501 Designation as Market Participant and Proposed OSC Rule 23-502 and Proposed Companion Policy 23-502CP The Reported Market

(2000) 23 OSCB (Supp) Proposed OSC Rule 23-502 and Proposed Companion Policy 23-502CP The Reported 411 Market/Request for Comments

43-101 43-101 F1 43-I0ICP Standards of Disclosure for Mineral Projects

November 17, 2000 (2000) 23 OSCB 7815 National Instrument 43-101 Standards of Disclosure for Mineral Projects, Form 43-101 Fl

Technical Report and Companion Policy 43-IOICP

F. REGISTRATION REQUIREMENTS AND RELATED MATTERS

31-502 31-502CP Proficiency Requirements for Registrants

June 23, 2000 (2000) 23 OSCB 4337 Short Notice of OSC Rule 31-502 and Companion Policy 31 -502CP Proficiency Requirements for

Registrants (2000) 23 OSCB 4381 OSC Rule 31-502 and Companion Policy 31-502C Proficiency Requirements for Registrants, and

Revocation of Regulations - Notice of Rule under the Securities Act

August 18, 2000 (2000) 23 OSCB 5628 Notice of Minister of Finance Approval of Final Rule and Amendment to Regulation 1015 - OSC

Rule 31-502 Proficiency Requirements for Registrants (2000) 23 OSCB 5658 OSC Rule 31-502, Companion Policy 31-502CP, Staff Notice 31-702 Ontario Securities

Commission Designation of Course under Rule 31-502 and Regulation - Proficiency Requirements for Registrants

31-506 SRO Membership - Mutual Fund Dealers

June 16, 2000 (2000) 23 OSCB 4121 Short Notice - Mutual Fund Dealers Association of Canada - including Proposed Rule 31-506

SRO Membership - Mutual Fund Dealers and the MFDA Recognition Application (2000) 23 OSCB(Supp) Notice of Proposed Changes to Proposed OSC Rule 31-506 SRO Membership - Mutual Fund 163 Dealers

October 13, 2000 (2000) 23 OSCB 6986 Short Notice of Commission Approval of Rule 31-506 SRO Membership - Mutual Fund Dealers (2000) 23 OSCB 7013 Notice of Rule 31-506 SRO Membership - Mutual Fund Dealers

December 22, 2000 (2000) 23 OSCB 8466 Notice Regarding Rule 31-506 SRO Membership - Mutual Fund Dealers

31-507 SRO Membership - Securities Dealers and Brokers

April 14, 2000 (2000) 23 OSCB 2680 Short Notice: SRO Membership - Securities Dealers and Brokers/Request for Comments (2000) 23 OSCB 2755 OSC Rule 31-507 - SRO Membership - Securities Dealers and Brokers/Request for Comments

January 5, 2001 (2001) 24 OSCB 16


June 30, 2000 (2000) 23 OSCB 4503 Short Notice of Rule 31-507 SRO Membership - Securities Dealers and Brokers (2000) 23 OSCB 4565 OSC Rule 31-507 SRO Membership - Securities Dealers and Brokers

August 18, 2000 (2000) 23 OSCB 5628 Notice of Minister of Finance Approval of Final Rule - OSC Rule 31-507 SRO Membership -

Securities Dealers and Brokers (2000) 23 OSCB 5657 OSC Rule 31-507 SRO Membership - Securities Dealers and Brokers

32-501 Direct Purchase Plans

November 17, 2000 (2000) 23 OSCB 7757 Short Notice - Proposed Rule 32-501 Direct Purchase Plans/Request for Comments (2000) 23 OSCB 7867 Notice of Proposed Rule 32-501 Direct Purchase Plans/Request for Comments

33-102 33-IO2CP Registrant Dealings with Clients

July 21, 2000 (2000) 23 OSCB 4939 Short Notice of Proposed National Instrument 33-102 Registrant Dealings with Clients (2000) 23 OSCB 4983 Proposed National Instrument 33-102 and Proposed Companion Policy 33-IO2CP

Registrant Dealings with Clients/Request for Comments

33-105 Underwriting Conflicts

January 14, 2000 (2000) 23 OSCB 245 Short Notice of Final Amendments to Rules Under the Securities Act Extending Expiration Date to

December 31, 2000 In the Matter of the Limitations on a Registrant Underwriting Securities of a Related Issuer or Connected Issuer of the Registrant (1997)20 OSCB 1217 as amended by (1998) 21 OSCB 6431 and (2000) 23 OSCB 285

(2000) 23 OSCB 285 Amendment to the Ontario Securities Commission Rule In the Matter of Limitations on a Registrant Underwriting Securities of a Related Issuer or Connected Issuer of the Registrant

.35-101 35-IOICP Conditional Exemption from Registration for United States Broker-Dealers and Agents

November 17, 2000 (2000) 23 OSCB 7759 Short Notice - National Instrument 35-101 Conditional Exemption from Registration for United

States Broker-Dealers and Agents and Companion Policy 35-1 01 CP (2000) 23 OSCB 7855 National Instrument 35-101 and Companion Policy 35-I0ICP Conditional Exemption from

Registration for United States Broker-Dealers and Agents

December 22, 2000 (2000) 23 OSCB 8465 Short Notice - National Instrument 35-101 and Companion Policy 35-1 01 CP Conditional

Exemption from Registration Requirements for United States Broker-Dealers and Agents - Notice of Minister of Finance Approval (includes Rescission of CSA Notice 35-301 Conditional Exemption from Registration for United States Broker-Dealers and Agents)

(2000) 23 OSCB 8511 National Instrument 35-101 and Companion Policy 35-I0ICP Conditional Exemption from Registration Requirements for United States Broker-Dealers and Agents

35-502 Non-Resident Advisers


December 31, 2000 In the Matter of Certain Advisors (1997) 20 OSCB 1217 as amended by (1998) 21 OSCB 6432 and (2000) 23 OSCB 285

(2000) 23 OSCB 285 Amendment to the Ontario Securities Commission Rules In the Matter of Certain Advisors

June 23, 2000 (2000) 23 OSCB 4337 Short Notice of Proposed Rule 35-502 Non-Resident Advisers (2000) 23 OSCB 4393 Notice of Proposed Rule 35-502 Non-Resident Advisers/Request for Comments

January 5, 2001 (2001) 24 OSCB 17


September 22, 2000 (2000) 23 OSCB 6497 Short Notice - Rule 35-502 Non-Resident Advisers (2000) 23 OSCB 6541 Notice of Rule 35-502 Non-Resident Advisers and Amendment of Regulations - includes

rescission of OSC Policy 4.8 November 24, 2000 (2000) 23 OSCB 7941 Short Notice - Rule 35-502 Non-Resident Advisers (2000) 23 OSCB 7989 Rule 35-502 Non-Resident Advisers (2000) 23 OSCB 8002 Amendment of Regulation 1015

G. DISTRIBUTION REQUIREMENTS

41-101 Prospectus Disclosure Requirements

October 13, 2000 (2000) 23 OSCB(Supp) 621 (2000) 23 OSCB 6987

December 15, 2000 (2000) 23 OSCB 8309

(2000) 23 OSCB 8410

(2000) 23 OSCB (Supp) 759

Notice of National Instrument 41 -101 and Rescission of National Policy Statements Nos. 12, 13, 32 and 35 Short Notice of Rule 41-501 General Prospectus Requirements, Form 41-501F1, Form 41-501F2, Form 41-501F3, Form 41-501F4, Companion Policy 41-50ICP and National Instrument 41-101 Prospectus Disclosure Requirements

Short Notice - National Instrument 41-101 Prospectus Disclosure Requirements - Notice of Minister of Finance Approval Amendment to Regulation 1015 - Re National instrument 41-101 Prospectus Disclosure Requirements National Instrument 41 -101 Prospectus Disclosure Requirements

41-501 General Prospectus Requirements

October 13, 2000 (2000) 23 OSCB 6987

(2000) 23 OSCB(Supp) 631

December 15, 2000 (2000) 23 OSCB 8309

(2000) 23 OSCB 8409 (2000) 23 OSCB (Supp) 765 (2000) 23 OSCB (Supp) 795 (2000) 23 OSCB (Supp) 837

Short Notice of Rule 41-501 General Prospectus Requirements, Form 41-501F1, Form 41-501F2, Form 41-501F3, Form 41-501 F4, Companion Policy 41-50ICP and National Instrument 41-101 Prospectus Disclosure Requirements Notice of Rule 41-501 General Prospectus Requirements, Form 41-501 Fl Information Required in a Prospectus, Form 41-501 F2 Authorization of Indirect Collection of Personal Information, Form 41-50 ' 1 F3 Issuer Form of Submission to Jurisdiction and Appointment of Agent for Service of Process, Companion Policy 41-50ICP General Prospectus Requirements and Rescission of Portions of OSC Policy 5.7 and Portions of OSC Policy 5.1

Short Notice - Rule 41-501 General Prospectus Requirements - Notice of Minister of Finance Approval Amendment to Regulation 1015- Re OSC Rule 41-501 General Prospectus Requirements Rule 41-501 General Prospectus Requirements

Forms Related to Rule 41-501 General Prospectus Requirements

Companion Policy 41-50ICP General Prospectus Requirements

43-101 43-1OICP 43-IOIFI Standards of Disclosure for Mineral Projects

March 24. 2000

(2000) 23 OSCB 2116 Short Notice - National Instrument 43-101 Standards of Disclosure for Mineral Projects, Proposed Form 43-I0IFI Technical Reports, Proposed Companion Policy 43-I0ICP - Notice of Proposed Changes

(2000) 23 OSCB 2159 National Instrument 43-101-- Standards of Disclosure for Mineral Projects/Request for Comments

January 5, 2001 (2001) 24 OSCB 18


November 17. 2000 (2000) 23 OSCB 7758 Short Notice - National Instrument 43-101 Standards of Disclosure for Mineral Projects, Form 43-

101 Fl Technical Report and Companion Policy 43-IOICP

44-101 Prompt Offering Qualification System

October 13, 2000 (2000) 23 OSCB 6986 Short Notice of National Instrument 44-101 Short Form Prospectus Distributions, Form 44-

I0IFI, Form 44-101F2, Form 44-101F3, Companion Policy 44-I0ICP and National Instrument 44-102 Shelf Distributions, Companion Policy 44-IO2CP and National Instrument 44-103 Post-Receipt Pricing, Companion Policy 44-I03CP

(2000) 23 OSCB(Supp) Notice of National Instrument 44-101, Forms 44-I0IFI, 44-101F2 and 44-101F3 and 421 Companion Policy 44-IOICP Short Form Prospectus Distributions

December 22, 2000 (2000) 23 OSCB 8470 Short Notice - National Instrument 44-101 Short Form Prospectus Distributions - Notice of

Minister of Finance Approval (2000) 23 OSCB (Supp) National Instrument 44-101 Short Form Prospectus Distributions 869 (2000) 23 OSCB (Supp) Forms Related to National Instrument 44-101 Short Form Prospectus Distributions 915 (2000) 23 OSCB (Supp) Companion Policy 44-I0ICP Short Form Prospectus Distributions 953

44-102 44-1 O2CP Shelf Distributions

January 14, 2000 (2000) 23 OSCB 245 Short Notice of Final Amendment to Rules Under the Securities Act Extending Expiration Date to

December 31, 2000 In the Matter of Rules for Shelf Prospectus Offerings and for Pricing Offerings After the Prospectus is Receipted (1991), 14 OSCB 1824 [including National Policy Statement No. 44 (1991), 14 OSCB 1844], as amended by (1998), 21 OSCB 7209 and (2000) 23 OSB 286

(2000) 23 OSCB 286 Amendment to the Ontario Securities Commission Rule In the Matter of Rules for Shelf Prospectus Offerings and for Pricing Offerings after the Prospectus is Receipted

October 13, 2000 (2000) 23 OSCB(Supp) Notice of National Instrument 44-102 and Companion Policy 44-IO2CP Shelf Distributions 567 (2000) 23 OSCB 6986 Short Notice of National Instrument 44-101 Short Form Prospectus Distributions, Form 44-1 01 Fl,

Form 44-101F2, Form 44-101F3, Companion Policy 44-I0ICP and National Instrument 44-102 Shelf Distributions, Companion Policy 44-IO2CP and National Instrument 44-103 Post-Receipt Pricing, Companion Policy 44-I03CP

December 22, 2000 (2000) 23 OSCB 8470 Short Notice - National Instrument 44-102 Shelf Distributions - Notice of Minister of Finance

Approval (2000) 23 OSCB 8561 Amendment to Regulation 1015- Re National Instrument 44-102 Shelf Distributions (2000) 23 OSCB (Supp) National Instrument 44-102 Shelf Distributions 985 (2000) 23 OSCB (Supp) Companion Policy 44-IO2CP Shelf Distributions 1005

44-103 44-I03CP Post-Receipt Pricing

October 13, 2000 (2000) 23 0$CB(Supp) Notice of National Instrument 44-103 and Companion Policy 44-I03CP Post-Receipt Pricing 601

(2000) 23 OSCB 6986 Short Notice of National Instrument 44-101 Short Form Prospectus Distributions, Form 44-101 Fl, Form 44-101F2, Form 44-101F3, Companion Policy 44-IOICP and National Instrument 44-102 Shelf Distributions, Companion Policy 44-IO2CP and National Instrument 44-103 Post-Receipt Pricing, Companion Policy 44-I03CP

January 5, 2001 (2001) 24 OSCB 19


December 22, 2000 (2000) 23 OSCB 8471 Short Notice - National Instrument 44-1 03 Post-Receipt Pricing - Notice of Minister of

Finance Approval - Notice of Amendment to Regulation 1015 (2000) 23 OSCB 8561 Amendment to Regulation 1015- Re National Instrument 44-1 03 Post-Receipt Pricing (2000) 23 OSCB (Supp) National Instrument 44-103 Post-Receipt Pricing 1015 (2000) 23 OSCB (Supp) Companion Policy 44-I03CP Post-Receipt Pricing 1025

44-401, 51-401 Concept Proposal for an Integrated Disclosure System

January 28, 2000

(2000) 23 OSCB 633 Concept Proposal for an Integrated Disclosure System/Request for Comments

45-101 45-I0ICP 45-101 F1 Rights Offering

August 11, 2000

(2000) 23 OSCB 5547 Notice of Proposed Changes to Proposed National Instrument 45-101, Companion Policy 45-I0ICP and Form 45-101 Fl Rights Offering and Rescission of Certain Policies/Request for Comments

45-102 45-IO2CP 45-101 Fl 45-101F2 45-101F3 Resale of Securities

September 8, 2000 (2000) 23 OSCB 6139 Short Notice of Proposed Multilateral Instrument 45-102, Companion Policy 45-IO2CP and

Forms 45-102171, 45-102F2 and 45-102F3 Resale of Securities (2000) 23 OSCB 6235 Notice of Proposed Multilateral Instrument 45-102, Companion Policy 45-IO2CP, and

Forms 45-102F1, 45-102F2 and 45-102F3 Resale of Securities/Request for Comments

45-501 45-501 CP 45-501 Fl 45-501 F2 45-501 F3 (Revised) Exempt Distributions and Rule 45-504 Prospectus Exemption for Distributions of Securities to Portfolio Advisers on Behalf of Fully Managed Accounts

September 8, 2000 (2000) 23 OSCB 6138 Short Notice of Request for Comments - Proposed Rule 45-501 Exempt Distributions

(Revised), Companion Policy 45-50ICP (Revised), Form 45-501 Fl (Revised), Form 45-501 F2 (Revised) and Form 45-501 F3, and Notice of Proposed Rescission of Rule 45-501 Exempt Distributions and Companion Policy 45-50ICP, and Rule 45-504 Prospectus Exemption for Distributions of Securities to Portfolio Advisers on Behalf of Fully Managed Accounts

(2000) 23 OSCB 6205 Notice of Rule 45-501 Exempt Distributions (Revised), Companion Policy 45-50ICP (Revised), Form 45-501 Fl (Revised), Form 45-501F2 (Revised) and Form 45-501F3, and Rescission of Existing Rule 45-501 and Companion Policy 45-50ICP, and Rule 45-504 Prospectus Exemption for Distributions of Securities to Portfolio Advisers on Behalf of Fully Managed Accounts/Request for Comments

H. ONGOING REQUIREMENTS FOR ISSUERS AND INSIDERS

51-501 51-50ICP Annual Information Form and Management's Discussion and Analysis

March 10, 2000 (2000) 23 OSCB 1732 Short Notice of Rule 51-501 and Companion Policy 51-50ICP AIF and MD&A and

Proposed Recission of OSC Policy Statement 5.10 (2000) 23 OSCB 1783 Notice of Proposed Rule 51-501 and Companion Policy 51 -501 CP AIF and MD&A and

Proposed Rescission of OSC Policy Statement No. 5.10 Annual Information Form and Management's Discussion and Analysis of Financial Condition and Results of Operations/ Request for Comments

October 27, 2000 (2000) 23 OSCB 7283 Notice of Rule 51-501 AIF and MD&A and Companion Policy 51-50ICP and Rescission of

OSC Policy Statement No. 5.10 Annual Information Form and Management's Discussion and Analysis of Financial Condition and Results of Operations

(2000) 23 OSCB 7296 Notice of Rule 52-501 Financial Statements and Companion Policy 52-50ICP

January 5, 2001 (2001) 24 OSCB 20


December 15, 2000 (2000) 23 OSCB 8311 Short Notice - Rule 51-501 AIF and MD&A - Notice of Minister of Finance Approval (2000) 23 OSCB 8365 Rule 51-501 AIF and MD&A

51-502 Exemptions from Continuous Disclosure Requirements for Certain Reporting Issuers

January 14, 2000 (2000) 23 OSB 245 Short Notice of Final Amendments to Rules Under the Securities Act Extending Expiration Date to

July 1, 2001 In the Matter of Certain Reporting Issuers (1997) 20 OSCB 1218 and 1219, as amended by (1998) 21 OSCB 6436 and (2000) 23 OSCB 289 (3 rules)

(2000) 23 OSCB 289 Amendment to Ontario Securities Commission Rule In the Matter of Certain Reporting Issuers

51-601 Reporting Issuer Defaults

December 8, 2000 (2000) 23 OSCB 8213 Short Notice - Proposed Policy 51-601 Reporting issuer Defaults/Request for Comments (2000) 23 OSCB 8266 Notice of Proposed Policy 51-601 and Rescission of OSC Policy 2.5 Reporting Issuer

Defaults/ Request for Comments

52-501 52-50ICP Financial Statements

March 10, 2000 (2000) 23 OSCB 1733 Proposed Rule 52-501 and Companion Policy 52-50ICP - Financial Statements (2000) 23 OSCB 1783 Notice of Proposed Rule 51-501 and Companion Policy 51 -501 CP AIF, and MD&A and Proposed

Recission of OSC Policy Statement No. 5.10 Annual Information Form and Management's Discussion and Analysis of Financial Condition and Results of Operations

(2000) 23 OSCB. 1793 Notice of Proposed Rule 52-501 and Companion Policy 52-50ICP - Financial Statements

October 27, 2000 (2000) 23 OSCB 7296 Notice of Rule 52-501 Financial Statements and Companion Policy 52-50ICP

December 15, 2000 (2000) 23 OSCB 8312 Short Notice - Rule 52-501 Financial Statements - .Notice of Minister of Finance Approval (2000) 23 OSCB 8372 Rule 52-501 Financial Statements (2000) 23 OSCB 8410 Amendment to Regulation 1015- Re OSC Rule 52-501 Financial Statements

54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer

January 14. 2000 (2000) 23 OSCB 245 Short Notice of Final Amendments to Rules Under the Securities Act Extending Expiration Date to

December 31, 2000 In the Matter of Certain Reporting Issuers [including National Policy No. 47] (1997), 20 OSCB 1219, as amended by (1998), 21 OSCB 6437 and (2000) 23 OSCB 288

(2000) 23 OSB 288 Amendment to the Ontario Securities Commission Rule In the Matter of Certain Reporting Issuers [including National Policy No. 411

September 1, 2000 (2000)23 OSCB 5886 Short Notice of Proposed National Instrument 54-101, Forms 54-101 F1 to 54-101F9, Companion

Policy 54-I0ICP, and Rescission of National Policy Statement No. 41 Communication with Beneficial Owners of Securities of a Reporting Issuer

(2000) 23 OSCB 5937 Notice of Proposed Changes to Proposed National Instrument 54-101, Forms 54-101 Fl, 54-101F2, 54-101F3, 54-101F4, 54-101F5, 54-101F6, 54-101F7, 54-101F8 and 54-101F9 and Companion Policy 54-IOICP and Rescission of National Policy Statement No. 41

54-501 Prospectus Disclosure in Certain Information Circulars

March 17, 2000 (2000) 23 OSCB 1935 Short Notice - Proposed Rule 54-501 Prospectus Disclosure in Certain Information Circulars (2000) 23 OSCB 1979 Rule 54-501 - Prospectus Disclosure in Certain Information Circulars - Notice of Rules Under the

Securities Act/Request for Comments

January 5, 2001 (2001) 24 OSCB 21


October 13, 2000 (2000) 23 OSCB 6985 Short Notice of Commission Approval of Rule 54-501 Prospectus Disclosure in Certain

Information Circulars (2000) 23 OSCB 7011 Notice of Rule 54-501 Prospectus Disclosure in Certain Information Circulars

December 22, 2000 (2000) 23 OSCB 8465 Short Notice - Rule 54-501 Prospectus Disclosure in Certain Information Circulars - Notice of

Minister of Finance Approval (2000) 23 OSCB 8519 OSC Rule 54-501 Prospectus Disclosure in Certain Information Circulars

55-101 Exemption from Certain Insider Reporting Requirements

June 16, 2000 (2000) 23 OSCB 4122 Short Notice of National Instrument 55-101 Exemption from Certain Insider Reporting

Requirements (2000) 23 OSCB 4212 Notice of Proposed Changes to National Instrument 55-101 and Companion Policy 55-I0ICP

Exemption from Certain Insider Reporting Requirements and Rescission of OSC Policy 10.1 Applications for Exemption from Insider Reporting Obligations for Insiders of Subsidiaries and Affiliated Issuers/Request for Comments

55-102 System for Electronic Data on Insiders

June 16, 2000 (2000) 23 OSCB 4123 Short Notice - Proposed National Instrument 55-102 System for Electronic Data on Insiders

(SEDI) (2000) 23 OSCB 4227 Notice of Proposed National Instrument 55-102, Forms 55-102171, 55-102F2, 55-102F3, 55-102174

and 55-102F5, Companion Policy 55-IO2CP System for Electronic Data on Insiders (SEDI)

57-603 Defaults by Reporting Issuers in Complying with Financial Statement Filing Requirements

March 31, 2000 (2000) 23 OSCB 2320 Short Notice - Local Policy 57-603 Defaults by Reporting Issuers in Complying with Financial

Statement Filing Requirements (2000) 23 OSCB 2368 Local Rule 57-603 - Defaults by Reporting Issuers in Complying with Financial Statement Filing

Requirements

1. TAKE-OVER BIDS AND SPECIAL TRANSACTIONS

61-501 61-501CP Insider Bids, Issuer Bids, and Goin g Private Transactions and Related Pa


December 31, 2000 In the Matter of Going Private Transactions (1997)20 OSCB 1219, as amended by (1998), 21 OSCB 2338; (1998) 21 OSCB 7751 and (2000) 23 OSCB 288

(2000) 23 OSCB 245 Short Notice of Final Amendments to Rules Under the Securities Act Extending Expiration Date to December 31, 2000 In the Matter of Insider Bids, Issuer Bids and Take-Over Bids in Anticipation of Going Private Transactions (1997) 20 OSCB 1219, as amended by (1998) 21 OSCB 2338; (1998), 21 OSCB 7752 and (2000) 23 OSCB 289

(2000) 23 OSCB 288 Amendment to the Ontario Securities Commission Rule In the Matter of Going Private Transactions

(2000) 23 OSCB 289 Amendment to the Ontario Securities Commission Rule In the Matter of Insider Bids, Issuer Bids and Take-Over Bids in Anticipation of Going Private Transactions

February 11, 2000 (2000) 23OSCB 901 Rule 61-501 and Companion Policy 61-501CP - Insider Bids, Issuer Bids, Going Private

Transaction and Related Party Transactions (2000) 23 OSCB 965 Rule 61-501 - Insider Bids, Issuer Bids, Going Private Transactions and Related Party

Transactions

January 5, 2001 (2001) 24 OSCB 22


April 14, 2000

(2000) 23 OSCB 2679 Short Notice of Minister of Finance Approval of Final Rule - Insider Bids, Issuer Bids, Going Private Transactions and Related Party Transactions 61 .501

(2000) 23 OSCB 2719 Rule 61-501 - Insider Bids, Issuer Bids, Going Private Transactions and Related Party Transactions

62-101 Control Block -Distribution Issues, 62-102 Disclosure of Outstanding Share Data, 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting Issues

February 25, 2000 (2000) 23 OSCB 1314 Short Notice Final Rule - N162-101 - Control Block Distribution Issues (2000) 23 OSCB 1314 Short Notice. Final Rule - NI 62-102 — Disclosure of Outstanding Share Data (2000) 23 OSCB 1315 Short Notice Final Rule - NI 62-103 —The Early Warning System and Related Take-Over Bid and

Insider Reporting Issues (2000) 23 OSCB 1315 Short Notice of Amendment to Regulation 1015 in Connection with OSC - Rule NI 62-103 —The

Early Warhing System and Related Take-Over Bid and Insider Reporting Issues (2000) 23 OSCB 1367 NI 62-101 - Control Block Distribution Issues (2000) 23 OSCB 1370 NI 62-102 — Disclosure of Outstanding Share Data (2000) 23 OSCB 1372 NI 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues

J. SECURITY TRANSACTIONS OUTSIDE THE JURISDICTION

72-101 72-I0ICP 72-101 F1 Distributions Outside of the Local Jurisdiction

September 8, 2000 - (2000) 23 OSCB 6140 Short Notice of Proposed Multilateral Instrument 72-101, Companion Policy 72-IOICP and Form

72-101 F1 - Distributions Outside of the Local Jurisdiction (2000) 23 OSCB 6240 . Notice of Proposed Multilateral Instrument 72-101, Companion Policy 72-I0ICP and Form 72-

101F1 - Distributions Outside of the Local Jurisdiction/Request for Comments (2000) 23 OSCB 6260 Notice of Proposed Multilateral Instrument 72-101, Companion Policy 72-I0ICP and Form 72-

101 F1/ Request for Comments

K. : MUTUAL FUNDS

81-101 81-I0ICP Mutual Fund . — Sim plified ProspectusDisclosure System

January 28. 2000 (2000) 23 OSCB 584 Short Notice of Minister of Finance Approval of Final Rule under the Securities Act - National

Instrument 81 -101 Mutual Fund Prospectus Disclosure and Forms 81-101 Fl and 81-101F2 (2000) 23 OSCB 585 Short Notice of Amendment to Regulation 1015— National Instrument 81-101, Form 81-I0IFI

and Form 81-101F2, and National Instrument 81-102 (2000) 23 OSCB 711 Regulations to Amend Regulation 1015 of the Revised Regulations of Ontario, 1990 made under

the Securities Act

June 16, 2000 (2000) 23 OSCB 4122 Short Notice of Proposed Amendment to National Instrument 81 -102 and Companion Policy 81-

IO2CP (Mutual Funds) and to National Instrument 81-101 and Companion Policy 81-I0ICP (Mutual Fund Prospectus Disclosure)

(2000) 23 OSCB 4195 Notice of Proposed Amendments to National Instrument 81 -1 02 and Companion Policy 81-IO2CP Mutual Funds and to National Instrument 81-1 Oland Companion Policy 81-I0ICP Mutual Fund Prospectus Disclosure, and Form 81 -101 Fl Contents of Simplified Prospectus and Form 81-101 F2 Contents of Annual Information Form/Request for Comments

81-102 81-IO2CP Mutual Fund

January 28. 2000 (2000) 23 OSCB 583 Short Notice of Proposed Amendments to National Instrument 81 -1 02 and Companion Policy 81-

IO2CP and to Forms 81-I0IFI, Form 81-101F2, National Instrument 81-102 (2000) 23 OSCB 584 Short Notice of Minister of Finance Approval of Final Rule under the Securities Act - National

Instrument 81 -1 02 Mutual Funds

JanUary 5, 2001 . (2001) 24 OSCB 23


June 16, 2000 (2000) 23 OSCB 4122 Short Notice of Proposed Amendment to National Instrument 81 -1 02 and Companion Policy 81-

IO2CP (Mutual Funds) and to National Instrument 81-101 and Companion Policy 81-I0ICP (Mutual Fund Prospectus Disclosure)

(2000) 23 OSCB 4195 Notice of Proposed Amendments to National Instrument 81-102 and Companion Policy 81-IO2CP Mutual Funds and to National Instrument 81-101 and Companion Policy 81-I0ICP Mutual Fund Prospectus Disclosure, and Form 81 -101 Fl Contents of Simplified Prospectus and Form 81-101 F2 Contents of Annual Information Form/Request for Comments

81-104 81-104CP Commodity Pools

June 2, 2000 (2000) 23 OSCB 3791 Short Notice of National Instrument 81-104 Commodity Pools and Companion Policy 81-1 O4CP

Commodity Pools - Notice of Proposed Changes (2000) 23 OSCB 3855 Notice of Proposed Changes to National Instrument 81-104 and Companion Policy 81-I04CP -

Commodity Pools/Request for Comments

81-306 Disclosure by Mutual Funds of Changes in Calculation of Management Expense Ratio

April 7, 2000 (2000) 23 OSCB 2486 Staff Notice - Disclosure by Mutual Funds of Changes in Calculation of Management Expense

Ratio

L. DERIVATIVES

91-504 Over-the-Counter Derivatives

January 7, 2000 (2000) 23 OSCB 7 Short Notice of Proposed Rule and Companion Policy - Rule 91-504 - Over-the-Counter

Derivatives (2000) 23 OSCB 51 Proposed Rule 91-504— Over-The-Counter Derivatives

September 8, 2000 (2000) 23 OSCB 6139 Short Notice of OSC Rule 91-504 Over-The-Counter Derivatives - Notice of Final Rule Under the

Securities Act (2000) 23 OSCB 6189 Notice of Final Rule and Policy Under the Securities Act - Rule 91-504 Over-The-Counter

Derivatives and Companion Policy 91-504CP

December 1, 2000 (2000) 23 OSCB 8077 Notice for Rule 91-504 Over-The-Counter Derivatives

M. MISCELLANEOUS

January 28, 2000 (2000) 23 OSCB 585 Canadian Derivatives Clearing Corporation - CDCC.Rule Amendment - Rule 6-9 - Index

Participation Unit Options - Notice of Approval

February 25, 2000 (2000) 23 OSCB 1311 Assignment of Certain Powers and Duties of the OSC (2000) 23 OSCB 1312 Assignment of Certain Powers and Duties of the OSC

March 31, 2000 (2000) 23 OSCB 2316 Short Notice - Statement of Priorities for FiscalYear ending March 31, 2001 /Request for

Comments (2000) 23 OSCB 2363 Statement of Priorities for Fiscal Year ending March 31, 2001

June 23,2000 . (2000) 23 OSCB 4467 Regulation to Amend Regulation 1015 of the Revised Regulations of Ontario, 1990 Made Under

the Securities Act (2000) 23 OSCB 4467 Regulation to Amend Regulation 90 of the Revised Regulations of Ontario, 1990 Made Under the

Commodity Futures Act.

January 5, 2001 (2001) 24 OSCB 24


September. 1, 2000 (2000) 23 OSCB 5884 Short Notice of Publication of Materials: Canadian Venture Exchange Inc.'s Request for an

Exemption from Recognition as a Stock Exchange under s.21 of the Securities Act (2000) 23 OSCB 6055 Canadian Venture Exchange - Request for Exemption (2000) 23 OSCB 6110 CDN - Transfer of CDN Securities to New Trading Systems and Access to TSE/CATS System

During Interim Trading Period

September 29, 2000 (2000) 23 OSCB 6652 Notice of Commission Decision Temporarily Exempting the Montreal Exchange from Recognition (2000) 23 OSCB 6653 Notice of Ontario Securities Commission Rule In the Matter of the Limitations on a Registrant

Underwriting Securities of a Related Issuer or Connected Issuer of the Registrant

October 6, 2000 (2000) 23 OSCB 6862 Notice of Commission Decision Temporarily Exempting the Montreal Exchange from Recognition

October 13, 2000 (2000) 23 OSCB 6984 Recognition of Certain Stock Exchanges - s.154(1) of the Regulation

December 22, 2000 (2000) 23 OSCB 8437 Notice of Commission Approval - Canadian Venture Exchange Exemption from Recognition as a

Stock Exchange Under Section 21 of the Act (2000) 23 OSCB 8471 Notice of Amendment to Corporate Finance Accountants' Practice Manual

N. RULES AND POLICIES OF SROs AND RECOGNIZED EXCHANGES

January 28, 2000 (2000) 23 OSCB 583 Toronto Stock Exchange - Rule Book and Policies of The TSE Inc. - Notice of Commission

Approval

March 10, 2000 (2000) 23 OSCB 1732 TSE By-law No. 701 - A By-law to Permit Trading After Hours at the Closing Price - Notice of

Commission Approval

March 17, 2000 . . (2000) 23 OSCB 1936 Short Notice - The Toronto Stock Exchange - By-law No. 704— Introduction of Anonymous

Trading and Undisclosed Volume - Notice of Commission Approval

March 24, 2000 (2000) 23 OSCB 2116 The Toronto Stock Exchange - By-law No. 702 - Removal of Restrictions on Trading Listed

Securities on Nasdaq

April 7, 2000 (2000) 23 OSCB 2488 TSE - Suspension and Delisting Policy - Changes to Continued Listing Requirements and

Suspension Review Process - Notice of Commission Approval (2000) 23 OSCB 2489 Amendment to IDA Policy No. 6 - Part 1, Proficiency Requirements - Short Notice of Commission

Approval and Publication for Comment (2000) 23 OSCB 2490 Toronto Stock Exchange Inc. - Recognition Order (2000) 23 OSCB 2627 IDA - Amendment to IDA Policy No. 6 - Part 1, Proficiency Requirements

May 19, 2000

(2000) 23 OSCB 3627 IDA - Amendment to General Notes and Definitions of Form 1 to Allow Dual Trade Date/Settlement Date Margining

(2000) 23 OSCB 3629 IDA - Composition of the IDA Board

(2000) 23 OSCB 3634 IDA - Small Investments by Industry Investors in Another Member or Holding Company

(2000) 23 OSCB 3636 IDA - Manipulative or Deceptive Trading

May 26, 2000

(2000) 23 OSCB 3650 IDA - Amendment to Policy 6 - Part 1, Proficiency Requirements —Notice of Commission Approval

January 5, 2001 (2001) 24 OSCB 25


June 16, 2000 (2000) 23 OSCB 4315 Toronto Stock Exchange- Alternative Trading Systems/Proprietary Electronic Trading

Systems/Request for Comments

August 4, 2000 (2000) 23 OSCB 5271 TSE Inc. - Amendments to the In-House Client Priority Rule 4-501 (2000) 23 OSCB 5271 TSE Inc. - Recognition of Indexes and Trading of Securities Similar to Index Participation Funds

September 8, 2000 (2000) 23 OSCB 6138 TSE - Listing Policy - Proposed New Original Listing Requirements for Technology Companies

Applying Under the Industrial Category - Notice of Commission Approval

September 22, 2000 (2000) 23 OSCB 6497 Short Notice - Toronto Stock Exchange - Amendments to Rule 4.104(2)(a) of the Toronto Stock

Exchange Inc. Proprietary Electronic Trading Systems Notice of Commission Approval

October 6, 2000 (2000) 23 OSCB 6857 Short Notice - TSE Inc. - Electronic Volume Weighted Average Price Trading System (2000) 23 OSCB 6953 TSE Inc. - Electronic Volume Weighted Average Price Trading System

October 27, 2000 (2000) 23 OSCB 7239 IDA By-Law 29 Regarding Valuation Disclosure Standards for Insider Bids, Issuer Bids, Going

Private Transactions and Related Party Transactions - Notice of Ontario Securities Commission Approval of Amendments

November 3, 2000

(2000) 23 OSCB 7445 The Toronto Stock Exchange - Amendments to the Rules of the Toronto Stock Exchange - Recognition of Indexes and Trading of Securities Similar to Index Participation Funds - Notice of Commission Approval

December 15, 2000

(2000) 23 OSCB 8310 Notice of Commission Approval - TSE Rule Amendments, Retail Access to the Exchange

(2000) 23 OSCB 8311 Notice of Commission Approval - TSE Rule Amendments, Trading in Penny Increments

0. RULES THAT WERE EXTENDED FROM DECEMBER 31. 1999 TO JULY 01. 2001

January 14, 2000

(2000) 23 OSCB 245 Short Notice of Final Amendments to Rules under the Securities Act Extending the Expiration Date to December 31, 1999 and July 1, 2001

(2000) 23 OSCB 289 Amendment to the Ontario Securities Commission Rule In the Matter of Certain Reporting Issuers

P. RULES THAT WERE EXTENDED FROM DECEMBER 31.1999 TO DECEMBER 31, 2000

January 14, 2000 (2000) 23 OSCB 245 Short Notice of Final Amendments to Rules under the Securities Act Extending the Expiration

Date to December 31, 1999 and July 1, 2001 (2000) 23 OSCB 285 Amendment to the Ontario Securities Commission Rule In the Matter of Limitations on a

Registrant Underwriting Securities of a Related Issuer or Connected Issuer of the Registrant (2000) 23 OSCB 285 Amendment to the Ontario Securities Commission Rule In the Matter of Certain Advisors (2000) 23 OSCB 286 Amendment to the Ontario Securities Commission Rule In the Matter of Rules for Shelf

Prospectus Offerings and for Pricing Offerings after the Prospectus is Receipted (2000) 23 OSCB 286 Amendment to the Ontario Securities Commission Rule In the Matter of Prompt Offering

Qualification System (2000) 23 OSCB 287 Amendment to the Ontario Securities Commission Rule In the Matter of National Policy Statement

No. 47 and the Solicitation of Expressions of Interest (2000) 23 OSCB 287 Amendment to the Ontario Securities Conmission Rule In the Matter of Certain Reporting Issuers (2000) 23 OSCB 288 Amendment to the Ontario Securities Commission Rule In the Matter of Certain Reporting Issuers

[including National Policy No. 41] (2000) 23 OSCB 288 Amendment to the Ontario Securities Commission Rule In the Matter of Going Private

Transactions (2000) 23 OSCB 289 Amendment to the Ontario Securities Commission Rule In the Matter of Insider Bids, Issuer Bids

and Take-Over Bids in Anticipation of Going Private Transactions

January 5, 2001 (2001) 24 OSCB 26


Q. RULES THAT WERE EXTENDED FROM DECEMBER 31, 2000 TO DECEMBER 31, 2001

September 29, 2000

(2000) 23 OSCB 6653 Short Notice of Final Amendments to Rules Under the Securities Act Extending the Expiration Date to December 31 2001 and July 1, 2002

(2000) 23 OSCB 6725 Amendment to Ontario Securities Commission Rule In the Matter of Certain Reporting Issuers [including National Policy Statement No. 41]

December 8, 2000

(2000) 23 OSCB 8213 Short Notice of Amendment to Rules Under the Securities Act Extending the Expiration Date to December 31, 2001 and July 1, 2002

(2000) 23 OSCB 8244 Amendment to Ontario Securities Commission Rule In the Matter of Certain Reporting Issuers -[including National Policy Statement No. 41]

R. RULES THATWERE EXTENDED FROM JULY 1, 2001 TO JULY 1, 2002

September 29, 2000 (2000) 23 OSCB 6653 Short Notice of Final Amendments to Rules Under the Securities Act Extending the Expiration

Date-to December 31, 2001 and July 1, 2002 (2000) 23 OSCB 6726 Amendment to Rule Under the Securities Act In the Matter of Certain Reporting Issuers (2000) 23 OSCB 6727 Amendment to Rule Under the Securities Act In the Matter of Regulation 1015, R.R.O. 1990, As

Amended, and In the Matter of Certain international Offerings by Private Placement in Ontario

December 8. 2000 (2000) 23 OSCB 8213 - Short Notice of Amendment to Rules Under the Securities Act Extending the Expiration Date to

December 31, 2001 and July 1, 2002 (2000) 23 OSCB 8244 Amendment to Rule Under the Securities Act In the Matter of Certain Reporting Issuers (2000) 23 OSCB 8244 Amendment to Rule Under the Securities Act in the Matter of Regulation 1015, R.R.O. 1990, as

amended, and In the Matter of Certain International Offerings by Private Placement in Ontario

January 5, 2001 - - - (2001) 24 OSCB 27


1.1.5 Staff Notice 11-708 Policy Reformulation Project - Table of Concordance

OSC STAFF NOTICE 11-708

POLICY REFORMULATION PROJECT - TABLE OF CONCORDANCE

To assist market participants in identifying the current status of instruments that existed before the Reformulation Project, Staff has prepared a table of concordance. The table shows the treatment of each National Policy, Uniform Act Policy, OSC Policy, Blanket Ruling, CSA Notice, OSC Notice, Principles of Regulation, Staff Accounting Registration Section Clarification Note and Interpretation Note. The table indicates whether it has been published for comment as a new instrument under the Policy Reformulation Project, finalized as a new instrument or whether it has been or is proposed to be repealed or is under consideration. In addition, the table only indicates the primary instrument and does not indicate the corresponding companion policy or forms where applicable. The final pages of the chart show new instruments that are new initiatives that were developed separately from the Reformulation Project.

Within the table, a reference to the instrument being "Under Consideration", 'In the process of being reformulated as", To Be Retained" or "To Be Repealed" indicates that the determination as to the appropriate treatment of the instrument has not been finalized and represents Staffs views at this time so that it is subject to the Commission's approval and otherwise to change.

Item Key

BR - Blanket Ruling OSCN - Notice of OSC or OSC Staff SAC - Staff Accounting Communiqué CSAN - Notice of CSA OSC - OSC Policy UAP - Uniform Act Policy IN - Interpretation Note PR - Principles of Regulation NP - National Policy REG - Registration Section Clarification Note

NOTE: The third digit of each instrument represents the following: 1-National/Multilateral Instrument; 2-National/Multilateral Policy; 3-CSA Notice: 4-Concept Release; 5-Local Rule; 6-Local Policy; 7-Local Notice; 8-Implementing Instrument; 9-Miscellaneous

Pre-Reformulation Reformulation -

INSTRUMENT TITLE NUMBER TITLE STATUS AS AT DECEMBER 31, 2000

NATIONAL POLICY

NP 1 Clearance of National Issues 43-201 Mutual Reliance Review System CAME INTO FORCE

RESCINDED JANUARY 1, 2000 for Prospectus and Initial AIFs JAN 1/00

NP 2-A Guide for Engineers, Geologists and 43-101 Standards of Disclosure for To come into force Prospectors Submitting Reports on Mining Mineral Exploration and Feb 1/01 Properties to Canadian Provincial Development and Mining Securities Administrators Properties TO BE RESCINDED FEBRUARY 1, 2001

NP 2-3 Guide for Engineers and Geologists Guide for Engineers and In the process of Submitting Oil and Gas Reports to Geologists Submitting Oil and being reformulated Canadian Provincial Securities Gas Reports as 43-102 Administrators

NP 3 Unacceptable Auditors Under Consideration

NP 4 Conditions for Dealer Sub-Underwriting Repealed Apr 1199

NP 12 Disclosure of "Market Out" Clauses in 41-101 Prospectus Disclosure CAME INTO FORCE

Underwriting Agreements in Prospectuses Requirements DEC 31100 RESCINDED DECEMBER 31, 2000

NP 13 Disclaimer Clause on Prospectus 41-101 Prospectus Disclosure CAME INTO FORCE

RESCINDED DECEMBER 31, 2000 Requirements DEC 31100

January 5, 2001 (2001) 24 OSCB 28


Pre-Reformulation Reformulation


NP 14 Acceptability of Currencies in Material 52-102 Use of Currencies Published for Filed with Securities Regulatory Authority comment May

29198

NP 15 Conditions Precedent to Acceptance of Scholarship Plans In the process of Scholarship or Educational Plan being reformulated Prospectuses as 46-102

NP 16 Maintenance of Provincial Trading Repealed Apr 1199 Records

NP 17 Violations of Securities Laws of Other 34-201 Breach of Requirements of Other CAME INTO FORCE

Jurisdictions - Conduct Affecting Fitness Jurisdictions OCT 16198 for Continued Registration RESCINDED OCTOBER 16, 1998

NP 18 Conflict of Interest - Registrants Acting as 34-202 Registrants Acting as Corporate CAME INTO FORCE

Corporate Directors Directors OCT 16198 RESCINDED SEPTEMBER 25, 1998

NP 20 Trading in Unqualified Securities - Repealed Apr 1199 Securities in Primary Distribution in Other Jurisdictions

NP 21 National Advertising - Warnings Under Consideration

NP 22 Use of Information and Opinion Re Mining 43-101 Standards of Disclosure for To come into force and Oil Properties by Registrants and Mineral Exploration and Feb 1/01 Others Development and Mining

Properties

NP 25 Registrants: Advertising: Disclosure of Under Interest Consideration

NP 27 Canadian Generally Accepted Accounting Auditors Report In the process of Principles being reformulated

as 52-104

NP 29 Mutual Funds Investing in Mortgages Mutual Funds Investing in In the process of Mortgages being reformulated

as 81403

NP 30 Processing of "Seasoned Prospectuses 43-201 Mutual Reliance Review System CAME INTO FORCE

for Prospectus and Initial AIFs JAN 1/00

NP 31 Change of Auditor of a Reporting Issuer 52-103 Change of Auditor Published for comment May 29198

NP 32 Prospectus Warning Re: Scope of 41-101 Prospectus Disclosure CAME INTO FORCE

Distribution Requirements DEC 31100 RESCINDED DECEMBER 31, 2000

NP 33 Financing of Film Productions Repealed Apr __________ _____________________________ 11197

January 5, 2001 (2001) 24 OSCB 29




NP 34 Unincorporated Issuers: Requirement to 81-102 Mutual Funds CAME INTO FORCE Maintain a Register of Security Holders FEB 1/00; RESCINDED FEBRUARY 1, 2000 Amendments

published for comment Jan 28/00; Amendments published for comment June 16100

NP 35 Purchaser's Statutory Rights 41-101 Prospectus Disclosure CAME INTO FORCE RESCINDED DECEMBER 31, 2000 Requirements DEC 31100

NP 36 Mutual Funds - Simplified Prospectus 81-101 Mutual Fund Prospectus CAME INTO FORCE Qualification System Disclosure FEB 1/00;

Amendments REPEALED FEBRUARY 1, 2000 published for

comment Jan 28/00; Amendments published for comment June 16100

NP 37 Take-Over Bids: Reciprocal Cease 62-201 Bids Made Only in Certain CAME INTO FORCE Trading Orders Jurisdictions AUG 4197 RESCINDED AUGUST 4, 1997

NP 38 Take-Over Bids - Defensive Tactics 62-202 Take-Over Bids - Defensive CAME IN TO FORCE RESCINDED AUGUST 4, 1997 Tactics AUG 4197

NP 39 Mutual Funds 81-102 Mutual Funds CAME INTO FORCE RESCINDED FEBRUARY 1, 2000 FEB 1/00;

Amendments published for comment Jan 28/00; Amendments published for comment June 16100

NP 40 Timely Disclosure Under Consideration

NP 41 Shareholder Communication 54-101 Communication with Beneficial Republished for FORMER DEEMED RULE EXTENDED Owners of Securities of a comment Sep 1/00 UNTIL DECEMBER 31, 2001 Reporting Issuer

54-102 Supplemental Mailing List and Published for Interim Financial Statement comment Feb Exemption 27198

NP 42 Advertising of Securities on Radio or Under Television (Interim) Consideration

NP 43 (DRAFT) Advertisements of Securities Under and Related sales Practices Consideration

NP 44 Rules for Shelf Prospectus Offerings and 44-1 02 Shelf Distributions CAME INTO FORCE Pricing Offerings After the Final I DEC 31100Prospectus is Receipted EXPIRED DECEMBER 31, 2000

January 5, 2001 (2001) 24 OSCB 30




44-103 Post-Receipt Pricing CAME INTO FORCE DEC 3 1/00

NP 45 Multijurisdictional Disclosure . System 71-101 The Multijurisdictional Disclosure CAME INTO FORCE EXPIRED NOVEMBER 1, 1998 System Nov 1198

NP 47 Prompt Offering Qualification System 44-101 Short Form Prospectus CAME INTO FORCE EXPIRED DECEMBER 31 2000 Distributions DEC 31/00

NP 48 Future-Oriented Financial Information 52-101 Future-Oriented Financial Published for Information comment Jul 18/97

NP 49 Self-Regulatory Organization Membership Under Consideration

NP 50 Reservations in an Auditors Report Auditors Report In the process of being reformulated as 52-104

NP 51 Changes in the Ending Date of a Financial Change in the Ending Date of a In the process of Year and in Reporting Status Financial Year being reformulated

as 52-105

NP 53 (DRAFT) - Foreign Issuers Foreign Issuer Prospectus and To be retained Continuous Disclosure System

NP 54 (DRAFT) - Expedited Registration System 31-101 Mutual Reliance Review System Published for for Advisers for Registration comment Jun

_________ ___________________________ 19198

UNIFORM ACT POLICY

UAP 2-01 Undertakings - Extra-provincial Repealed Jan 1199 Companies

UAP 2-02 Prospectuses - Annual Re-Filings Repealed Jan 1199

UAP 2-03 Prospectuses and Amendments - 41-501 General Prospectus CAME INTO FORCE Certification (section 52[53)) Supporting Requirements DEC 31100 Documentation REPEALED JANUARY 1/99

UAP 2-04 Consent of Solicitors - Disclosure of 41-501 General Prospectus CAME IN TO FORCE Interest Requirements DEC 31100 REPEALED JANUARY 1/99

UAP 2-05 Applications under s. 34(1)14 [35(1)14] 45-101 Rights Offerings Republished for and 71(1)(h)[72(1)(h)] of the Securities comment Aug Act by a Company Wishing to Sell 11/00 Additional Securities to its Security Holders

UAP 2-06 Use of Shareholders Lists by Registrants Repealed Jan 1199

UAP 2-07 Surrender of Registration - Other than 33-501 Surrender of Registration CAME INTO FORCE Salesman APR 7198 RESCINDED APRIL 7, 1998

UAP 2-08 Declaration as to Short Position - Listed Repealed Jan 1199 and Unlisted Securities

UAP 2-09 Insider Trading Reports - Loan and Trust Repealed Jan 1199 Companies

January 5, 2001 (2001) 24 OSCB 31




UAP 2-10 Insider Trading Reports - Persons Repealed May 1198 Required to Report in More Than One Capacity

UAP 2-11 Policy Statement in Connection with . Repealed Apr 3198 Applications to the Commission for an Order Under Section 79(a)[80(a)] of the Securities Act (Ontario) 0

UAP 2-13 Advertising During Waiting Period . To be retained Between Preliminary and Final Prospectuses

OSC POLICY

OSC 1.1 O.S.C. Policy Statements --- General Repealed Mar 1199

OSC 1.3 Restricted Shares 56-501 Restricted Shares CAME INTO FORCE

RESCINDED OCTOBER 27, 1999 OCT 25199

OSC 1.4 Reciprocal Enforcement of Cease Trading Under Orders - Consideration

OSC 1.6 Strip Bonds 91-501 Strip Bonds CAME INTO FORCE

RESCINDED MAY 1, 1998 MAYI/98

OSC 1.7 The Securities Advisory Committee to the . . Under OSC consideration

OSC 1.9 Use By Dealers of Brokerage Under Commissions as Payment for Goods or . - Consideration Services Other than Order Execution Services ('Soft Dollar Deals)

OSC 2.1 Applications to the Ontario Securities Applications to the OSC In the process of Commission being reformulated

as 12-601

OSC 2.2 Public Availability of Material Filed under To be retained the Securities Act

OSC 2.3 Joint Hearings with Other Provincial Rules of Practice CAME INTO FORCE

Administrators - Conditions Precedent . JUL 1/97 and Costs REPEALED JULY 1/97

OSC 2.4 Conflict of Interest Guidelines for By-law No. A By-law relating to conflicts of CAME INTO FORCE

Members of the Ontario Securities 2 interest in connection with the JAN 18198 Commission and Staff conduct of the affairs of the REPEALED APRIL 16/98 Securities Commission

OSC 2.5 Certificates of No Default under Section 51-601 Certificates of No-Default Under - Republished for 72(8) and List of Defaulting Issuers under Subsection 72(8) and List of comment Dec 8100 Section 72(9) of the Securities Act Defaulting Reporting Issuers

Under s.72(9), of the Act

OSC 2.6 Applications for Exemption from 52-601 Exemption re: Mailing of Financial To be retained Preparation and Mailing of Interim - Statements and Proxy Solicitation Financial Statements, Annual Financial Material Statements and Proxy Solicitation Material

January 5, 2001 - (2001) 24 OSCB 32




OSC 2.7 Appeals to the Ontario Securities Rules of Practice CAME INTO FORCE Commission By Way of Hearing and JUL 1/97 Review REPEALED JULY 1/97

OSC 2.8 Applications for Ontario Securities Rules of Practice CAME INTO FORCE Commission Consent to Obtain JUL 1/97 Transcripts of Evidence Taken During Investigations or Hearings REPEALED JULY 1/97

OSC 2.9 Cease Trading Orders - Applications for 57-602 Cease Trading Orders - CAME INTO FORCE • Partial Revocation to Permit a Application for Partial Revocation FEB 24198

Securityholder to Establish a Tax Loss for to Permit a Securityholder to Income Tax Purposes Establish a Tax Loss RESCINDED FEBRUARY 24, 1998

OSC 2.10 Restrictions on Practice Before the By-law No. A By-law relating to conflicts of CAME INTO FORCE Commission and its Staff Upon 2 interest in connection with the JAN 18198

• Termination of the Appointments of conduct of the affairs of the Members of the Commission and its Staff Ontario Securities Commission REPEALED APR 16/98

OSC 2.11 Conflicts of Interest of Members of the By-law No. A By-law relating to conflicts of CAME INTO FORCE Ontario Securities Commission 2 interest in connection with the JAN 18198 REPEALED APR 16/98 . . conduct of the affairs of the

Ontario Securities Commission

OSC 2.12 Televising of Ontario Securities Rules of Practice CAME INTO FORCE Commission Hearings . JUL 1197 REPEALED JUL 1/97

OSC 3.1 Recognition by the Commission of Stock 21-901 Recognition Order - In the Matter CAME INTO FORCE Exchanges, etc. . of the Recognition of Certain MAR 1/97 PORTIONS REPLACED Stock Exchanges (1997), 20

O.S.C.B. 1034 AMENDMENT PUBLISHED AUG 29100

62-904 Recognition Order - In the Matter CAME INTO FORCE of the Recognition of Certain MAR 1197 Jurisdictions [ss. 93(1)(e) and ss. 93(3)(h) of the Act] (1997), 20 O.S.C.B. 1035

45-501 Exempt Distributions [replaces CAME INTO FORCE subsection 25(2) of Regulation DEC 22/98 1015]

Revised version

published for

comment Sep 8100

45-502 Dividend or Interest Reinvestment CAME INTO FORCE and Stock Dividend Plans JUN 10198

OSC 4.1 Public Ownership of Dealers, Conditions Repealed Mar 1199 of Registration and Institutional Ownership

OSC 4.2 Suspension of Registration - Criminal To be retained Charges Pending

January 5, 2001 (2001) 24 OSCB 33



INSTRUMENT TITLE NUMBER TITLE STATUS AS AT

DECEMBER 31,

2000

OSC 4.3 Self-Directed RRSPs and Other Plans 33-101 Administration of Self-Directed Published for Recognized by the Commission for RRSPs, RESPs and RRIFs by comment Feb Purposes of this Policy Statement and Dealers 13198 Administered by Brokers or Investment Dealers on Behalf of Authorized Trustees

OSC 4.4 Dual Registration Under the Securities Act 31-501 Registrant Relationships CAME INTO FORCE

SEP 4/97;

Amendments published for comment June 19198

OSC 4.5 Dual Licensing of Life Insurance Agents Repealed (1994),

17 O.S.C.B. 6073

OSC 4.6 Registration - Declaration of Personal To be retained Bankruptcy

OSC 4.7 Registration of Non-Resident Salesmen, 35-501 Registration of Non-Residents Published for Partners or Officers of Registered Dealers comment Oct 2198

OSC 4.8 Non-Resident Advisers 35-502 Non-Resident Advisers CAME INTO FORCE

EXPIRED NOVEMBER 18, 2000 Nov 18100

OSC 5.1 Prospectuses - General Guidelines 41-501 General Prospectus CAME INTO FORCE

PORTIONS RESCINDED Requirements DEC 31100 DECEMBER 31, 2000

48-502 Over-Allotment Options and Published for Underwriters' Compensation Comment Apr

25197

OSC 5.1 (24) Prospectus Disclosure in Information 54-501 Prospectus Disclosure in Certain CAME INTO FORCE

Circulars: Amalgamation, Arrangements, Information Circulars DEC 31100 Mergers and Reorganizations RESCINDED DECEMBER 31, 2000

OSC 5.1 (26) Trading by Issuers, Selling Security 48-501 Market Stabilization During Under Holders, Underwriters, Dealersand Their Distributions Consideration Affiliates and Joint Actors During a Distribution by Prospectus of TSE - listed Securities

OSC 5.2 Junior Natural Resource Issuers See Notice RULE IN FORCE UNTIL JULY 2001 published Dec

22100

OSC 5.3 Mortgage and Real Estate Investment Under Trusts and Partnerships Consideration

OSC 5.4 "Closed-End" Income Investment Trusts Under and Partnerships Consideration

OSC 5.7 Preliminary Prospectuses - Preparation, 41-501 General Prospectus CAME INTO FORCE

Filing and Frequently Occurring Requirements DEC 31100 Deficiencies PORTIONS RESCINDED DECEMBER 31, 2000

OSC 5.9 Escrow Guidelines - Industrial Issuers TBA Published for comment as Concept Release

May 8198

January 5, 2001 (2001) 24 OSCB 34




OSC 5.10 Annual Information Form and 51-501 Annual Information Form and To come into Managements Discussion and Analysis of Managements Discussion and force Jan 1/01 Financial Condition and Results of Analysis of Financial Condition Operations and Results of Operation TO BE RESCINDED MAY 31 2001

OSC 6.1 Private Placements 45-501 Exempt Distributions CAME INTO FORCE RESCINDED DECEMBER 22, 1998 DEC 22198

Revised version published for comment Sep 8100

OSC 6.2 Rights Offerings 45-101 Rights Offerings Republished for comment Aug 11/00

45-502 Dividend or Interest Reinvestment CAME INTO FORCE and Stock Dividend Plans JUN 10198

OSC 7.1 Application of Requirements of the Exemptions from Continuous In the process of Securities Act to Certain Reporting Disclosure Requirements for being reformulated Issuers Certain Reporting Issuers as 51-502

OSC 7.2 Timely Disclosure -- Early Warning Repealed Mar 1199

OSC 7.3 Management's Report Disclosing Repealed Mar 1199 Contingencies and Going Concern Considerations in Financial Statements

OSC 7.4 Business and Asset Combinations 62-602 To be retained

OSC 7.5 Reciprocal Filings 51-603 Certain Required Filings and To be retained Reciprocal Filings

OSC 7.6 Enforcement of Timely Filings of Financial Repealed Mar 1199 Statements

OSC 7.7 The Oil and Gas Industry - Application of Repealed Mar 1199 the Ceiling Test When the Full Cost Method is Used

OSC 7.8 (DRAFT) Reverse Take-overs - Timely 46-502 Reverse Take-overs Under Disclosure Consideration

OSC 9.1 Disclosure, Valuation, Review and 61-501 Insider Bids, Issuer Bids, Going CAME INTO FORCE Approval Requirements and Private Transactions and Related May 1/00 Recommendations for Insider Bids, Issuer Party Transactions Bids, Going Private Transactions, and Related Party Transactions

OSC 9.3 Take-Over Bids - Miscellaneous 62-601 To be retained Guidelines

OSC 10.1 Applications for Exemption from Insider 55-101 Exemptions from Certain Insider Republished for Reporting Obligations for Insiders of Reporting Requirements comment June Subsidiaries and Affiliated Issuers 16100

OSC 10.2 Guidelines for Establishment of 33-601 Guidelines for Policies and CAME INTO FORCE Procedures in Relation to Confidential Procedures Concerning Inside JAN 27/98 Information Information RESCINDED JANUARY 27, 1998 ________

January 5, 2001 (2001) 24 OSCB 35


Pre -Reformulation Reformulation

INSTRUMENT TITLE NUMBER TITLE STATUS AS AT DECEMBER31, 2000

OSC 11.1 Mutual Fund Trusts: Interim OSC 81-901 Approval of Mutual Fund Trustees CAME INTO FORCE Approval of Mutual Fund Trustees Under Clause 213(3)(b) of the JAN 14197 Pursuant to Clause 213(3)(b) of the Loan Loan and Trust Corporations Act and Trust Corporations Act, 1987 RESCINDED JANUARY 14, 1997

OSC 11.2 Bond Ratings Services - Statements of 81-902 Recognition Order - In the Matter CAME INTO FORCE Investment Portfolio and Statements of of the Recognition of Certain MAR 1197 Portfolio Transactions of Mutual Funds Rating Agencies (1997), 20

O.S.C.B. 1034

OSC 11.4 Commodity Pool Programs 81-104 Commodity Pools Republished for Comment Jun 2100

OSC 11.5 Real Estate Mutual Funds - General Repealed Prospectus Guidelines Dec 20196

BLANKET RULING

BR Certain Reporting Issuers (1980), 3 Exemptions from Continuous In the process of O.S.C.B. 54 Disclosure Requirements for being reformulated

Certain Reporting Issuers as 51.502

BR Certain Reporting Issuers (1980), 3 Exemptions from Continuous In the process of O.S.C.B. 166 Disclosure Requirements for being reformulated FORMER DEEMED RULE EXTENDED Certain Reporting Issuers as 51-502 UNTIL JULY 1, 2002

BR The Automatic Investment of Dividends or 81-501 Mutual Fund Reinvestment Plans CAME INTO FORCE Distributions in Shares or Units of Mutual OCT 10197 Funds (1983), 6 O.S.C.B. 1078 RESCINDED OCTOBER 10, 1997

BR Certain Proposed Amendments (1983), 6 45-501 Exempt Distributions CAME INTO FORCE O.S.C.B. 3508 DEC 22198 EXPIRED DECEMBER 22, 1998


BR Discount Brokerage and The Role of Expired Mar 1/97 Financial Institutions (1984), 7 O.S.C.B. 458

BR Trading in Commodity Futures Contracts 91-503 Trades in Commodity Futures CAME INTO FORCE and Commodity Futures Options Entered Contracts and Commodity Futures MAR 28197 Into On Commodity Futures Exchanges Options Entered into on Situate Outside Canada Other than Commodity Futures Exchange Commodity Futures Exchanges in the Situate Outside of Ontario United States of America (1980), 15 O.S.C.B. 7, as varied by (1984), 7 O.S.C.B. 995*

BR Order Execution Access Dealers (1984), 7 Expired Mar 1197 O.S.C.B. 1520

V

BR Certain Reporting Issuers (1984), 7 Exemptions from Continuous In the process of O.S.C.B. 1913 Disclosure Requirements for being reformulated FORMER DEEMED RULE EXTENDED Certain Reporting Issuers as 51-502 UNTIL JULY 1, 2002

January 5, 2001 (2001) 24 OSCB 36




BR Certain Reporting Issuers (1984),. 7 Exemptions from Continuous In the process of O.S.C.B. 3247 Disclosure Requirements for being reformulated FORMER DEEMED RULE EXTENDED Certain Reporting Issuers as 51-502 UNTIL JULY 1, 2002

BR Zero Coupon Strip Bonds (1984), 7 91-501 Strip Bonds CAME INTO FORCE

O.S.C.B. 4085 MAY 1198

RESCINDED MAY 1, 1998

BR Trading in Commodity Futures Contracts 91-503 Trades in Commodity Futures CAME INTO FORCE

and Commodity Futures Options Entered Contracts and Commodity Futures MAR 28197

into on Commodity Futures Exchanges in Options Entered into on the United States of America (1984), 7 Commodity Futures Exchanges O.S.C.B. 4578 Situate Outside of Ontario

BR Eurosecurity Financing (1984), 7 O.S.C.B. Expired Mar 1/97 4897

BR Simplified Prospectus Qualification 81-101 Mutual Fund Prospectus CAME INTO FORCE

System for Mutual Funds (1984), 7 Disclosure FEB 1/00; O.S.C.B. 5333 Amendments EXPIRED FEBRUARY 1, 2000 published for


BR Trades In Securities of a Private 45-501 Exempt Distributions CAME INTO FORCE

Company Under The. Execution Act DEC 22198

(1985), 8 O.S.C.B. 127 EXPIRED DECEMBER 22, 1998 : Revised version

published for comment Sep 8100

BR Certain Reporting Issuers (1985), 8 44-101 Short Form Prospectus CAME INTO FORCE

O.S.C.B. 2915 Distributions DEC 31100

EXPIRED DECEMBER 31, 2001

BR The Mandatory Investment of Dividends 81-501 Mutual Fund Reinvestment Plans CAME INTO FORCE

or Distributions In Shares or Units of OCT 10197

Mutual Funds (1985), 8 O.S.C.B. 4308 EXPIRED OCTOBER 10, 1997

BR TSE Policy on Small Shareholder 32-101 Small Securityholder Selling and CAME INTO FORCE

Selling/Purchase Arrangements (1987), Purchase Arrangements OCT 22/97

100.S.C.B. 1455 EXPIRED OCTOBER 22, 1997

BR A Policy of the Montreal Exchange on 32-101 Small Securityholder Selling and CAME INTO FORCE

Small Shareholder Selling and Purchase Purchase Arrangements OCT 22/97

Arrangements (1987), 10 O.S.C.B. 4938 EXPIRED OCTOBER 22, 1997 _______ ______________________

This ruling remains in force for purposes of the Commodity Futures Act

January 5, 2001 (2001) 24 OSCB 37



INSTRUMENT TITLE NUMBER TITLE STATUS AS AT DECEMBER 31,

2000

BR Certain Proposed Amendments (1987), 45-501 Exempt Distributions CAME INTO FORCE 10 O.S.C.B. 5936 DEC 22198 EXPIRED DECEMBER 22, 1998

Revised version published for

comment Sep 8100

BR The Business Corporations Act and In the 22-901 Recognition Order - In the Matter CAME INTO FORCE Matter of CDS (1988), 11 O.S.C.B. 542 of the Recognition of the MAR 1197

Canadian Depository for Securities Limited (1997), 20 O.S.C.B. 1033

BR Certain Reporting Issuers (1987) 10 .. O.S.C.B. 6306, amended by (1988), 11 O.S.C.B. 1029

54-101 Communicationwith Beneficial Owners of Securities of a

Reporting Issuer

Republished for comment Sep 1/00

RULE EXTENDED UNTIL DECEMBER 31, 2001 54-102 Supplemental Mailing List and Published for

Interim Financial Statement, comment Feb

Exemption 27/98

BR Certain Trades in Securities of Junior Under Resource Issuers (1988), 11 O.S.C.B. Consideration 1522 . TO EXPIRE JULY 1, 2001

BR Trading in Recognized Options Cleared 91-502 Trades in Recognized Options CAME INTO FORCE Through Recognized Clearing . . MAR 28197 Organizations (1988), 11 O.S.C.B. 4895 EXPIRED MARCH 28, 1997

BR The Securities Act (1989), 12 O.S.C.B. . Expired Mar 1197 2735

BR Trading in Commodity Futures Contracts 91-503 Trades in Commodity Futures CAME INTO FORCE Entered into on the Montreal Stock . Contracts and Commodity Futures MAR 28197 Exchange (August 25, 1980) OSCWS Options Entered into on 15A, as varied by In the Matter of Trading Commodity Futures Exchanges in Commodity Futures Contracts and Situate Outside of Ontario Commodity Futures Options Entered into on The Montreal Stock Exchange (1989), 12 O.S.C.B. 3392*

BR The TSE (1990), 13 O.SC.B. 3007 Expired Mar 1197

BR Self-Directed RESPs (1990), 13 O.S.C.B. . Expired Mar 1197 4793

BR The TSE (1991), 14 O.S.C.B. 881 21-901 Recognition Order - In the Matter CAME INTO FORCE

of the Recognition of Certain MAR 1197 Stock Exchanges (1997), 20 O.S.C.B. 1034 AMENDMENT

PUBLISHED

AUG 29100

BR Rules of Shelf Prospectus Offerings and 44-102 Shelf Distributions CAME INTO FORCE for Pricing Offerings after the Prospectus DEC 31100 Is Receipted (1991), 14 O.S.C.B. 1824 EXPIRED DECEMBER 31, 2000 44-103 . Post-Receipt Pricing CAME INTO FORCE

DEC 31100

BR The Recognized Options Rationalization 91-502 Trades in Recognized Options CAME INTO FORCE Order (1991), 14 O.S.C.B. 2157 MAR 28/97 EXPIRED MARCH 28, 1997 .

January 5, 2001 . (2001) 24 OSCB 38




BR Multijurisdictional Disclosure System 71-101 The Multijurisdictional Disclosure CAME INTO FORCE

(1991), 14 O.S.C.B. 2863 System Nov 1198 EXPIRED NOVEMBER 1, 1998.

71-801 Implementing The CAME INTO FORCE

Multijurisdictional Disclosure Nov 1198 System

BR An Assignment to the Director Pursuant to Expired Mar 1197 Section 6 of The Securities Act (1991), 14 O.S.C.B. 3439

BR Mutual Fund Securities (1991), 14 . 33-502 Exceptions to Conflict Rules in the CAME INTO FORCE

O.S.C.B. 3763 . Sale of Mutual Fund Securities SEP 30198

EXPIRED SEPTEMBER 30, 199833-105 Underwriting Conflicts Published for

comment Feb 6198

BR First Prospectuses Filed by NP 36 Mutual Now covered by subsection Expired Jul 1199 Funds and Universal Money Market Fund 23(10) of the Red Tape Reduction (1991), 14 O.S.C.B. 3475 Act

BR The Recognized Options Rationalization 91-502 Trades in Recognized Options CAME INTO FORCE

Order (1991), 14 0.5GB. 4234 MAR 28197

EXPIRED MARCH 28,1997

BR Self-Directed Registered Education Plans 46-501 Self-Directed Registered CAME INTO FORCE

(1992), 15 O.S.C.B. 613 . . Education Savings Plans JUN 17/97

EXPIRED JUNE 17, 1997

BR Certain Advisers (1992), 15 O.S.C.B. 35-502 Non-Resident Advisers CAME INTO FORCE

1955 . . Nov 17/00 EXPIRED NOVEMBER 18, 2000

BR Certain Members of the TS (1992), 15 35-503 Trades By Certain Members of the CAME INTO FORCE

O.S.C.B. 3354 TSE SEP 4197

EXPIRED SEPTEMBER 4, 1997

BR Limitations on a Registrant Underwriting 33-105 Underwriting Conflicts Published for Securities of a Related or Connected comment Feb 6198 Issuer (1992), 15 O.S.C.B. 3645 LAPSED DECEMBER 31, 2000

BR The Prompt Offering Qualification System 44-101 Short Form Prospectus CAME INTO FORCE

(1993), 16 O.S.C.B. 731, 732,949 Distributions DEC 31100


BR NP 47 and The Solicitation of Expressions 44-101 Short Form Prospectus CAME INTO FORCE

of Interests (1993), 16 O.S.C.B. 2832 Distributions DEC 31100


BR Going Private Transactions (1993), 16 61-501 Insider Bids, Issuer Bids, Going CAME INTO FORCE

O.S.C.B. 3428 Private Transactions and Related May 1/00 EXPIRED MAY 1, 2000 Party Transactions

BR Insider, Issuer and Take-Over Bids in 61-501 Insider Bids, Issuer Bids, Going CAME INTO FORCE

Anticipation of Going Private Transactions Private Transactions and Related May 1/00 (1993), 16 O.S.C.B. 3429 Party Transactions EXPIRED MAY 1, 2000

BR Ontario Regulation 638/93 and The Expired Mar 1197 Disclosure of Executive Compensation and of Indebtedness of Directors, Executive Officers and Senior Officers (1993), 16 O.S.C.B. 5913

January 5, 2001 . (2001) 24 OSCB 39




BR Blanket Permission Under S.81 of the Expired Mar 1197 Regulation Under The Securities Act (Ontario) (1993), 16 O.S.C.B. 5914

BR Dividend Reinvestment and Stock 45-502 Dividend or Interest Reinvestment CAME INTO FORCE Dividend Plans (1993), 16 O.S.C.B. 5928 and Stock Dividend Plans JUN 10198 EXPIRED JUNE 10, 1998 -

BR Certain International Offerings by Private 45-501 Exempt Distributions CAME INTO FORCE Placement in Ontario (1993), 16 O.S.C.B. DEC 22198 5931 RULE EXTENDED UNTIL JULY 1, 2002 .. . Revised version

published for comment Sep 8100

52-101 Future-Oriented Financial Published for Information comment Jul 18197

52-102 Use of Currencies Published for comment May 29198

BR Blanket Permission - International International Offerings By Private To lapse Offerings made by way of Private Placement in Ontario Placement (1993), 16 O.S.C.B. 5938 TO EXPIRE ON JULY 1, 2001

BR Networking Arrangements Governed by 33-102 Registrant Dealings with Clients Republished for the Principles of Regulation (1993), 16 comment Jul 21100 O.S.C.B. 6168 LAPSED DECEMBER 31, 1998 VV V

BR Networking Arrangements Governed by 33-102 Registrant Dealings with Clients Republished for the Principles of Regulation (1993), 16 comment Jul 21100 O.SVC.B. 6168 (previously LAPSED DECEMBER 31, 1998 published for

comment as 33-103)

BR A Proposal of The TSE to Foster Capital Expired Mar 1197 Formation for Junior Resource and Industrial Enterprises (1994), 17 O.S.C.B. 347 V

BR The Disclosure of Executive Expired Mar 1197 Compensation and of Indebtedness of Directors, Executive and Senior Officers (1994), 17 O.S.C.B. 1176

BR Dividend Reinvestment Plans (1994), 17 45-501 Exempt Distributions CAME INTO FORCE O.S.C.B. 1178 V .

. DEC 22198

EXPIRED DECEMBER 22, 1998Revised version

V V

published for comment Sep 8/00

BR Blanket Permission Under S.81 of The Expired Mar 1/97 Regulation (1994), 17 O.S.CVB. 1187

January 5, 2001 . (2001) 24 OSCB40


Pre-Reformulation ' Reformulation

INSTRUMENT TITLE0

NUMBER TITLE STATUS AS AT DECEMBER 31,

2000

BR Trades by Issuers In Connection With 45-501 Exempt Distributions CAME INTO FORCE Securities Exchange Issuer Bids and an DEC 22198 Amalgamation, Arrangement or Specified. Statutory Procedure (1994) 17 O.S.C.B. Revised version 1975 published for EXPIRED DECEMBER 22, 1998 comment Sep 8100

BR Real Return Bond Strip Bonds (1994), 17 Expired Mar 1197 O.S.C.B. 2875

BR Trades by Issuers Upon Exercise of 45-501 Exempt Distributions CAME INTO FORCE Certain Conversion or Exchange Rights DEC 22198 and The First Trade In Securities

- Acquired Upon Exercise of Such Revised version Conversion or Exchange Rights (1994), published for 17 O.S.C.B. 2877 comment Sep 8100 EXPIRED DECEMBER 22, 1998

BR Trading in Securities of Labour Sponsored 31-502 Proficiency Requirements for CAME INTO FORCE Investment Fund Corporations (1994), 17 Registrants AUGUST 17/00 O.S.C.B. 5505 LAPSED DECEMBER 31, 1998 31-702 Ontario Securities Commission CAME INTO FORCE

Designation of Courses Under AUGUST 17/00 Rule 31-502

BR The First Trade in Securities Acquired 72-501 Prospectus Exemption for First CAME INTO FORCE Pursuant to Certain Exemptions, (1994), Trade Over a Market Outside JUN 10198 17 O.S.C.B. 1978, as amended by (1994), Ontario 17 O.S.C.B. 5506 EXPIRED JUNE 10, 1998

BR Certain Amendments to Regulation 1015 32-502 Registration Exemption for Certain CAME INTO FORCE (1994), 17 O.S.C.B. 5516 Trades by Financial JAN 1197

Intermediaries AMENDMENT CAME INTO FORCE APR 9198

BR Certain Amendments to Regulation 1015 32-503 Registration and Prospectus CAME INTO FORCE (1994), 17 O.S.C.B. 5517 Exemption for Trades by Financial JAN 1197

Intermediaries in Mutual Fund AMENDMENT CAME Securities to Corporate INTO FORCE APR Sponsored Plans 9198

BR Trades by an Issuer in Securities of its 45-503 Trades to Employees, Executives CAME INTO FORCE own issue to Senior Officers, Directors, and Consultants DEC 22198 etc. and a Controlling Shareholder in Securities of an Issuer to Employees, Senior Officers, etc. (1994), 17 O.S.C.B., 5518 EXPIRED DECEMBER 22, 1998

NOTICES OF CSA -

CSAN Audit Committees (1990), 13 O.S.C.B. 14241. 11

52-301 [Auitmmittees To be retained as 1 notice

January 5, 2001 (2001) 24 OSCB 41




DECEMBER 31,

2000

CSAN Rates of Return on Money Market Mutual 81-102 Mutual Funds CAME INTO FORCE

Funds (1990), 13 O.S.C.B. 4329 FEB 1/00; Amendments published for comment Jan 28/00; Amendments published for comment June 16100

CSAN Advertising by Money Market Mutual 81-102 Mutual Funds CAME INTO FORCE

Funds That Have Not Offered Their FEB 1/00; Securities to the Public For a Full Year Amendments (1991), 14 O.S.C.B. 541 published for


CSAN Soft Dollar Transactions (1992), 15 Under O.S.C.B. 2714 Consideration

CSAN Applications for Discretionary Orders Under (1992), 15 O.S.C.B 3046 Consideration

CSAN Bought Deal Financing (1992), 15 Under O.S.C.B. 3657 Consideration

CSAN Review of National Policy Statement No. To be repealed 41(1992), 15 O.S.C.B. 5289

CSAN Mutual Funds: Sales Incentives (1993), 16 Repealed May 1198 O.S.C.B. 359

CSAN Bought Deals (1993), 16 O.S.C.B. 2820 Under Consideration

CSAN Pre-Marketing Activities in the Context of Under Bought Deals (1993), 16 O.S.C.B. 2822 Consideration

CSAN Bought Deals (1993), 16 O.S.C.B. 4811 Under Consideration

CSAN NP 39-Mutual Funds: Section 16 Sales 81-102 Mutual Funds CAME INTO FORCE

Communications (1993), 16 O.S.C.B. FEB 1/00; 5881 Amendments REVOKED published for


CSAN An Electronic System for Securities To be repealed Filings (1994), 17 O.S.C.B. 2857

CSAN Conflicts of Interest (1995), 18 O.S.C.B. S To be repealed 130

January 5, 2001 (2001) 24 OSCB 42



INSTRUMENT TITLE . NUMBER TITLE STATUS AS AT

DECEMBER 31,

2000

CSAN Mutual Fund Sales Incentives - Point-of- Repealed May 1198 Sale Disclosure Statement (1995), 18 O.S.C.B 229

CSAN SEDAR (1995), 180.S.C.B. 1892 .. To be repealed

CSAN Proposed Foreign Issuer Prospectus and. Foreign Issuer Prospectus and To be retained Continuous Disclosure System (Draft Continuous Disclosure System National Policy Statement No. 53) (1995), 18 O.S.C.B. 1893

NOTICES OF OSC OR OSC STAFF

OSCN Premature Announcements of Takeover Withdrawn Bids, Mergers, Amalgamations or Other Oct 6100 Corporate Restructuring (1980), O.S.C.B. 2A

OSCN Taxable Equivalent Adjustments (1983), 6 Withdrawn O.S.C.B. 1578 Oct 6100

OSCN Canadian Oil & Gas Lands Administration Withdrawn (1984), 7 O.S.C.B. 2675 Oct 6100

OSCN Auditors' Consent and Comfort Letters , Withdrawn (1984), 7 O.S.C.B. 2993 Oct 6/00

OSCN Color Your World - Take-over Bid Withdrawn Consideration (1984), 7 O.S.C.B. 3777 Oct 6100

OSCN Prospectus Disclosure of Ratings (1984),' . Withdrawn • 70.S.C.B.4362 ' Oct 6100

OSCN Application of Ceiling Test in Financial Withdrawn Statements of Oil and Gas Industry Oct 6100 Issuers (1984), 7 O.S.C.B. 5114

OSCN Bill 34 - Freedom of Information and Withdrawn Privacy Act (1984), 70.S.C.B. 6143 '; . . Oct 6100

OSCN Application of OSC Policy 11.4 on 81-104 Commodity Pools Republished for Commodity Pools Program (1985), 8 comment Jun 2100 O.S.C.B. 2557

OSCN Prompt Offering Qualification System - Withdrawn "Wrap Around" AIF5 (1985), 8 O.S.C.B. Oct 6100 2911

OSCN Prohibition Against Principal Trading by Withdrawn Investment Dealers in Securities of Target Oct 6100 Company During Take-Over Bid (1985), 8 O.S.C.B. 3293

OSCN Second Notice Concerning Application of' Withdrawn Ceiling Test in Financial Statements of Oil . Oct 6100 and Gas Industry Issuers (1985), 8 O.S.C.B. 4719

OSCN Disclosure of Executive Compensation - Withdrawn Proxy Circulars (1986), 9 O.S.C.B. 1997 Oct 6100

OSCN' Enforcement of Timely Filings of Financial . . Withdrawn Statements: Application of OSC 7.6 •. Oct 6100 (1986), 9 O.S.C.B. 4216

January 5, 2001 " , '' • . • (2001) 24 OSCB 43




OSCN Leveraged Mutual Fund Purchases Withdrawn (1986), 9 O.S.C.B. 4375 Oct 6100

OSCN Fees for Prospectus Offerings Outside of Withdrawn' Ontario (1987), 10 O.S.C.B 1452 Oct 6100

OSCN Filing of Prospectuses with the Withdrawn Commission (1987), 10 O.S.C.B. 1730 Oct 6100

OSCN Use of Marketing Material During the To be retained

Waiting Period (1987), 10 O.S.C.B. 2831

OSCN Procedures and Requirements for 31-503 Limited Market Dealers CAME INTO FORCE

Implementing Amendments to the APR 7/98

Regulation Regarding Entry Into and Ownership of the Ontario Securities Industry (1987), 10 O.S.C.B. 2969

OSCN Conditional Registration of Limited Market Withdrawn Dealers (1987), 10 O.S.C.B. 4791 Oct 6100

OSCN Regulation of Mortgage Syndications - Withdrawn Proposed Structural Changes (1987), 10 Oct 6100 O.S.C.B. 5145

OSCN Pre-Filing Consultation on Innovative or To be retained Unusual Financial Reporting (1987), 10 O.S.C.B. 5687

OSCN Report on Financial Statement Review To be retained Program (1987), 10 O.S.C.B. 5687

OSCN "Blank Cheque" Preferred Shares (1987), 56-501 Restricted Shares CAME INTO FORCE

10 O.S.C.B. 5690 OCT 25199

OSCN Soft Dollars - Exemptions by the Director Under (1987), 10 O.S.C.B. 6422 Consideration

OSCN Outline of NP 39 (1987), 10 O.S.C.B. Withdrawn 6423 Oct 6/00

OSCN NP 41 - Shareholder Communication To be repealed

Exemption from Interim Financial Statements (1988), 11 O.S.C.B. 1029

OSCN Media Articles Appearing During the To be retained Waiting Period (1988), 11 O.S.C.B. 1098

OSCN NP 41 - Shareholder Communication/The Withdrawn Canadian Depository for Securities Oct 6100

Limited (1988), 11 O.S.C.B. 1242

OSCN Compliance with Section 41 of the 33-504 Compliance with Section 42 CAME INTO FORCE

Securities Act (1988), 11 O.S.C.B. 2217 APR 7198

OSCN Mutual Fund Dealer Registration as Withdrawn Limited Market Dealer (1988), 11 Oct 6100

O.S.C.B. 2311 '

OSCN Applications to the OSC (1988), 11 Withdrawn O.S.C.B. 3107 Oct 6100

OSCN NP 41 - Industry Implementation and Withdrawn Monitoring Report (1988), 11 O.S.C.B. ' Oct 6100 3325

January 5, 2001 (2001) 24 OSCB 44




OSCN OSC 5.8 - Dissemination of Future- Withdrawn Oriented Financial Information (1988), 11 Oct 6100 O.S.C.B. 3726

OSCN Conditions of Registration - Capital 33-701 Calculation of Regulatory Capital CAME INTO FORCE

Requirements (1988), 11 O.S.C.B. 3726 JUN 27/97

OSCN Residential Real Estate Syndications To be replaced (1988), 11 O.S.C.B. 4171

OSCN Noranda/Falconbridge - Take-over 62-702 To be retained Bid/Pre-Bid Integration Rules (1988), 11 O.S.C.B. 4367

OSCN Further Extension of System of Withdrawn Conditional Registration and other Oct 6100 Exemptions of Financial Intermediaries (1988), 11 O.S.C.B. 5137

OSCN OSC 5.2 - Junior Natural Resource Under Issuers - Standing Liaison Committee Consideration (1989), 12 O.S.C.B. 953

OSCN 1.3 OSC - Restricted Shares Notice 56-501 Restricted Shares CAME INTO FORCE

Regarding Compliance with Restricted OCT 25199 Share Disclosure Requirements and Disclosure Regarding Take-Over Bids (1989), 12 O.S.C.B. 1227

OSCN Rights Offerings Under a Prospectus 45-101 Rights Offerings Republished for (1989), 12 O.S.C.B. 1463 comment Aug

11/00

OSCN Use of "Special Warrants" in Connection 46-701 Special Warrants To be retained with Distribution of Securities By Prospectus (1989), 12 O.S.C.B. 2163

OSCN Use of "Green Sheets" and other Withdrawn Marketing Material During the Waiting Oct 6100 Period (1989), 12 O.S.C.B. 2641

OSCN Supplementary Notice - Application of the To be replaced Securities Act to Certain Residential Real Estate Offerings (1989) 12 O.S.C.B. 2732

OSCN Collection of Personal Information - 31-504 Applications for Registration CAME INTO FORCE

Freedom of Information and Protection of SEPT 4/97; Privacy Act, 1987 (1989), 12 O.S.C.B. Amendments 3083 . published for

comment Jun 19198

OSCN Final Report on Capital, Financial Withdrawn Reporting and Audit Requirements (1990), Oct 6100 13 O.S.C.B. 493

OSCN Review of Short Form Prospectuses Withdrawn Qualifying Derivative Securities (1990), 13 Oct 6100 O.S.C.B. 1559

OSCN Revised Notice of Amendment or Change 33-503 Notification of Changes in Published for of Information Form of Dealers and Registration Information comment Sep Advisers (1990), 13 O.S.C.B. 2971 . 17/99

January 5, 2001 (2001) 24 OSCB 45




OSCN Insider Reporting System (1991), 14 Withdrawn O.S.C.B. 260 Oct 6100

OSCN Staff Investigation in Respect of Loan by 62-701 Take-Over Bid Concerns - Loans To be retained Stelco Inc. to controlling shareholder of to Controlling Shareholders Clarus Corporation (1991), 14 O.S.C.B. 1807

OSCN Debt-like Derivative Securities (1991), 14 91-701 Debt-Like Derivative Securities CAME INTO FORCE

O.S.C.B. 3316 JUN 21196

OSCN Disruption of Mail Service (1991), 14 Withdrawn O.S.C.B.4113 Oct 6100

OSCN Market Balancing for a Proposed Withdrawn Multinational Offering (1991), 14 O.S.C.B. Oct 6100 5845

OSCN Deficiency Letters in Respect of Withdrawn Salesperson Registration Applications Oct 6100 (1992), 15 O.S.C.B. 6

OSCN Report on Financial Statement Issues To be retained (1992), 15 O.S.C.B. 6

OSCN Inter-Dealer Bond Broker Systems (1992), Withdrawn 15O.S.C.B. 1081 Oct 6100

OSCN Confidential Material Change Reports Under (1992), 15 O.S.C.B. 4555 Consideration

OSCN Report on Capital Adequacy Formula for Withdrawn SRO Members (1992), 15 O.S.C.B. 4750 . Oct 6/00.

OSCN Annual Information Form and MD&A of 51-501 Annual Information Form and To come into force Financial Condition and Results of Management's Discussion and Jan 1/01 Operation Re: Small Issuer Exemption Analysis of Financial Condition (1992), 15 O.S.C.B. 4772 and Results of Operation

OSCN Office of the Chief Accountant MD&A To be retained Guide (1993), 16 O.S.C.B. 360

OSCN Universal Registration - Extension of Date Withdrawn for Registration of Financial Oct 6100 Intermediaries (1993), 16 O.S.C.B. 2818

OSCN Pre-Marketing Activities in the Context of TBA Under Bought Deals (1993), 16 O.S.C.B. 4812 Consideration

OSCN The GAAP Report (1993), 16 O.S.C.B. Under 5117 . Consideration

OSCN Labour Sponsored Investment Funds 31-502 Proficiency Requirements for CAME INTO FORCE (1993), 16 O.S.C.B. 5283 Registrants AUGUST 17/00

31-702 Ontario Securities Commission CAME INTO FORCE Designation of Courses Under AUGUST 17/00 Rule 31-502

OSCN Contemporaneous Private Placements . To be retained and Public Offerings and Media Coverage Prior to the Commencement of the Waiting Period (1993), 16 O.S.C.B. 5776

January 5, 2001 . (2001) 24 OSCB 46




OSCN Misleading Disclosure (1994), 17 Withdrawn O.S.C.B. 5 Oct 6/00

OSCN Cash Equivalents (1994), 17 O.S.C.B. Withdrawn 489 Oct 6100

OSCN Disclosure of Investigations (1990), 13 41-501 General Prospectus CAME INTO FORCE O.S.C.B. 598 Requirements DEC 31100

OSCN Issuance of Receipts for Preliminary 41-701 Issuance of Receipts for Published May Prospectuses and (Final) Prospectuses Preliminary Prospectus and 2197 (1994), 17 O.S.C.B. 1058 Prospectus

OSCN Executive Compensation Disclosure for 51-702 Executive Compensation To be retained Debt Only Issuers (1994), 17 O.S.C.B. Disclosure for Debt-Only Issuers .1059

OSCN Securities Exchange Take-Over Bid 45-501CP Exempt Distributions CAME INTO FORCE Circulars - Reporting Issuer Status (1994), DEC 22198 17 O.S.C.B. 1402


OSCN Meetings with a Commissioner Regarding 15-601 Meetings with a Commissioner To be retained a Prospectus or an Application for Exemption or Registration (1994), 17 O.S.C.B. 3509

OSCN Electronic Registration Application Forms . To be replaced (1994), 17 O.S.C.B. 3529

OSCN Residency Requirements for Advisers and Under Their Partners and Officers (1994), 17 Consideration O.S.C.B. 4206

OSCN Selective Review of Prospectuses and To be replaced Other Documents (1994), 17 O.S.C.B. 4385

OSCN Solicitation Fee Claims (1994), 17 . . . Withdrawn O.S.C.B. 4629 Oct 6100

OSCN Expedited Review of Short Form 43-201 Mutual Reliance Review System CAME INTO FORCE Prospectuses and Renewal AIFs (1994), for Prospectus and Initial AIFs JAN 1/00 17 O.S.C.B. 5210

OSCN Electronic Registration Forms (1994), 17 . To be replaced O.S.C.B. 6073

OSCN The Use of Securities Exchange.Take- . 45-501CP Exempt Distributions CAME INTO FORCE over Bid Circulars to Obtain Reporting DEC 22198 Issuer Status (1995), 18 O.S.C.B. 1768

Revised version • published for

• _________ ___________________________ comment Sep 8100 ____________

OSCN Courier/By Hand Deliveries (1995), 18 ° • . Withdrawn O.S.C.B. 2204 Oct 6100

OSCN Residency Requirements for Certain Non- • • Under Resident Salespersons and Supervisors • consideration (1995), 18 O.S.C.B. 3905 •

°

January 5, 2001 • (2001) 24 OSCB 47




OSCN Registration Residency Requirements for Under Certain Canadian Dealers (1995), 18 consideration O.S.C.B. 3908

OSCN Electronic Registration Forms (1995), 18 To be replaced O.S.C.B. 5922

OSCN Early Warning Information Publication Withdrawn (1996), 190.S.C.B. 1128 Oct 6100

OSCN Viatica[ Settlements (1996) 19 O.S.C.B. To be repealed 4680

PRINCIPLES OF REGULATION

PR Distribution of Mutual Funds by Financial 33-102 Registrant Dealings with Clients Republished for Institutions (1988), 11 O.S.C.B. 4436 comment Jul 21100

(previously published for comment as 33-103)

PR Full Service and Discount Brokerage 33-102 Registrant Dealings with Clients Republished for Activities in Branches of Related FIs . . . comment Jul 21100 (1988), 11 O.S.C.B. 4640

PR Activities of Registrants Related to 33-102 Registrant Dealings with Clients Republished for Financial Institutions (1990), 13 O.S.C.B. comment Jul 21100 1779

PR Activities of Registrants Related to 33-102 Registrant Dealings with Clients Republished for Financial Institutions (1990), 13 O.S.C.B. comment Jul 21100 1779 (previously

published for comment as 33-201)

STAFF ACCOUNTING COMMUNIQUÉS

SAC No.1 (1989), 12 O.S.C.B. 2458 . Staff Accounting Communique To be retained No. 1 - Financial Statements to be Filed According to GAAP

SAC No. 1.1 (1993), 160.S.C.B. 1080 Staff Accounting Communique To be withdrawn No. 1.1-No Requirement to Provide Management Report Under CICA

SAC No. 2 Financial Statement Presentation of Staff Accounting Communique To be retained Corporate Financing Activities No. 2 - Financial Statement

Presentation of Corporate Financing Activities

SAC No. 3 Auditors Report on Comparative Financial Basis of Accounting, Auditing and Under Statements Reporting consideration

SAC No. 4 Interest Accrual on Delinquent Loans To be repealed

SAC No. 5 Filing Extensions for Continuous Staff Accounting Communique To be retained Disclosure Financial Statements No. 5 - Filing Extensions for

Continuous Disclosure Financial Statements - Notice

January 5, 2001 (2001) 24 OSCB 48


Pre-Reformulation . Reformulation


DECEMBER 31,

2000

SAC No. 6 Income Statement Presentation Staff Accounting Communique To be retained No. 6 - Income Statement Presentation - Notice

SAC No. 7 Financial Disclosure in Information Staff Accounting Communique In the process of Circulars . No. 7 - Financial Disclosure in being reformulated

Information Circulars as 54-601

SAC No. 8 Accounting Basis in an Initial Public To be retained as Offering (I.P.O.) notice

SAC No. 9 Pro Forma Financial Statements (1994), Staff Accounting Communique To be retained 17 O.S.C.B. 5207 No. 9- Pro Forma Financial

Statements

SAC No. 10 Restructuring and Similar Charges . Staff Accounting Communique To be retained (Including Write Downs of Goodwill) No. 10- Restructuring and Similar (1994), 17 O.S.C.B. 6074 Charges (Including Write Downs

of Goodwill)

REGISTRATION SECTION CLARIFICATION NOTE

REG Note 1 Supplement to Principles of Regulation To be rescinded Regarding Distribution of Mutual Funds Through Branches of Financial Institutions

REG Note 2 Registration as an Investment Counsel or 31-502 Proficiency Requirements for CAME INTO FORCE

Portfolio Manager (IC/PM): Senior and Registrants . AUGUST 17/00

31-702 Ontario Securities Commission CAME INTO FORCE Junior IC/PM Registration

Designation of Courses Under AUGUST 17/00

Rule 31-502

REG Note 3 Registration of Certain Employees or Under Independent Agents of Registered Consideration Dealers: Recommendations for Supervision of Qualifiers

REG Note 4 New Procedures for Approving and 33-503 Notification of Changes in Published for Recording Amendments to Registration of Registration Information comment Sep Dealers and Advisers 17/99

INTERPRETATION NOTE

Interpretation Distribution of Securities Outside Ontario 72-101 Distributions Outside of the Local Published for Note 1 (1983), 6 O.S.C.B. 228 Jurisdiction comment Sep 8100

Interpretation Prospectus Disclosure of Principal 41-501 General Prospectus CAME INTO FORCE

Note 2 Holders (1983) O.S.C.B. 4536 Requirements I DEC 31/00

January 5, 2001 (2001) 24 OSCB 49


Item Key

The third digit of each instrument represents the following: 1-National/Multilateral Instrument; 2-National/Multilateral Policy; 31CSA Notice; 4-Concept Release; 5-Local Rule; 6-Local Policy; 7-Local Notice; 8-Implementing Instrument; 9-Miscellaneous

NEW INSTRUMENTS

NUMBER TITLE STATUS AS OF DECEMBER 31, 2000

11-201 Delivery of Documents by Electronic Means CAME INTO FORCE

JAN 1/00

11-301 Canadian Securities Administrators Strategic Plan 1999 - 2001 Published Jul 2199

11-401 Delivery of Documents by Issuers Using Electronic Media Concept Proposal Published for comment Jun 1319 7

11-702 Notice re Table of Concordance Published Jan 2198

11-703 Table of Concordance for the Reformulation Project Published Jan 8199

11-704 Table of Concordance for the Reformulation Project Published Jan 14100

11-705 Table of Concordance for the Reformulation Project Published Jul 7/00

11-706 Rescission of Staff Notices . Published Oct 6/00

11-707 Table of Concordance for the Reformulation Project Published Oct 6100

12-201 Mutual Reliance Review System for Exemptive Relief Applications CAME INTO FORCE

JAN 1/00

12-302 National Policy 12-201 Mutual Reliance Review System ("MRRS") for Exemptive Relief Applications Published Nov (ERA') 19199

ERA and Applications for Approval or Exemptions under National Policy No. 39 'Mutual Funds ("NP 39")

12-303 Exemptive Relief Applications and Year End Published Sep 17199

12-304 Mutual Reliance Review System for Exemptive Relief Applications - Frequently Occurring Issues Published Aug 11/00

12-305 Exemptive Relief Application and Year End . Published Oct 27/00

12-401 National Application System Concept Proposal Published for comment Jan 30198 (extended Jul 3198)

13-101 SEDAR (Electronic Filing) Rule CAME INTO FORCE

DEC 17/96

AMENDMENT CAME

INTO FORCE

AUG 27199

13-301 SEDAR - Use of Incorrect Document Formats Published May 15198

13-302 Notice of Changes to SEDAR Filer Software Published Oct 2198

13-303 SEDAR Operational Changes . Published Dec 11198

January 5, 2001 (2001) 24 OSCB 50


Item Key

The third digit of each instrument represents the following: 1-National/Multilateral Instrument; 2-National/Multilateral Policy; 3CSA Notice; 4-Concept Release; 5-Local Rule; 6-Local Policy; 7-Local Notice; 8-Implementing Instrument; 9-Miscellaneous

NEW INSTRUMENTS


13-304 Changes to SEDAR Filing Service Charges Published Feb 5199

13-305 SEDAR Changes for Mutual Reliance Review Systems for Prospectuses and AIF5 Published Sep 3199

13-401 Request for Changes, Additions or Improvements for a Revised SEDAR System Published Jun 30/00

13-501 Payment of Fees CAME INTO FORCE MAY 5/98

13-701 SEDAR Filings and Year 2000 Contingency Plans Published Dec 24/99

14-101 Definitions CAME INTO FORCE APR 1/97

- AMENDMENT CAME INTO FORCE JUL 1199

14-501 Definitions CAME INTO FORCE JUL 29/97

AMENDMENT CAME INTO FORCE FEB 13/99

21-101 Marketplace Operation Republished for comment Jul 28/00

21-301 Canadian Venture Exchange Published Nov 26/99

23-101 Trading Rules Republished for comment Jul 28100

23-501 Designation as Market Participant Republished for comment Jul 28100

23-502 Repprted Market Published for comment Jul 28100

31-301 The Year 2000 Challenge Published Nov 21/97

31-302 Securities Industry Contingency Planning S Published Feb 19/99

31-303 System Changes for Market Participants After Completion of Year 2000 Testing Published May 7/99

31-304 Year 2000: Backup of Records Published Sep 3199

31-401 Registration Forms Relating to the National Registration Database Published Aug 4/00

31-505 Conditions of Registration SCAME INTO FORCE DEC 23/98

January 5, 2001 (2001) 24 OSCB 61


Item Key

The third digit of each instrument represents the following: 1-National/Multilateral Instrument; 2-National/Multilateral Policy; 3-CSA Notice; 4-Concept Release; 5-Local Rule; 6-Local Policy; 7-Local Notice; 8-Implementing Instrument; 9-Miscellaneous

NEW INSTRUMENTS


31-506 SRO Membership - Mutual Fund Dealers See Notice published Dec 22100

31-507 SRO Membership Securities Dealers Came into Force Dec 1/00

31-508 Permanent Registration System Published for comment Jun 26198

31-703 Year 2000 Withdrawn Oct 6100

31-704 Application for Registration and Year 2000 Withdrawn Oct 6100

32-501 Direct Purchase Plans Published for comment Nov 17/00

32-701 Processing of Equity and Fixed Income Trades by Financial Institutions and Mutual Fund Dealers Published Nov 12199

33-102 Registrant Dealings with Clients Republished for comment Jul 21100

33-106 Year 2000 Preparation Reporting Revoked Jul 18199

33-107 Proficiency Requirements for Registrants Holding Themselves Out as Providing Financial Planning Published for Advise comment Dec 3199

33-301 National Instrument 33-106 - Year 2000 Preparation Reporting Published Feb 12199

33-302 National Instrument 33-106 Non-Compliant Registered Firms and Possible Terms and Conditions Published Apr 16199

33-303 Trust Accounts for Mutual Fund Securities Published May 14199

33-304 CSA Distributions Structures Committee Position Paper Published Aug 27199

33-305 Sale of Insurance Products by Dually Employed Salespersons Published Jan 7/00

33-701 Calculation of Regulatory Capital Published Jun 27/97

33-704 List of Non-Complying Ontario Registered Firms Under National Instrument 33-106 Published Feb 26199

33-705 List of Non-Complying Ontario Registered Firms Under National Instrument 33-106 Published Mar 5199

33-706 List of Non-Complying Ontario Registered Firms Under National Instrument 33-106 Published Mar 12/99

33-707 List of Non-Complying Ontario Registered Firms Under National Instrument 33-106 Published Mar 26199

January 5, 2001 (2001) 24 OSCB 62


Item Key

The third digit of each instrument represents the following: 1-National/Multilateral Instrument; 2-National/Multilateral Policy; 3-CSA Notice; 4-Concept Release; 5-Local Rule; 6-Local Policy; 7-Local Notice; 8-Implementing Instrument; 9-Miscellaneous

NEW INSTRUMENTS


33-708 List of Non-Complying Ontario Registered Firms Under National Instrument 33-106 Published Apr 9199

33-709 List of Non-Complying Ontario Registered Firms Under National Instrument 33-106 Published Apr 23/99

33-710 List of Non-Compliant Ontario Registered Firms Under National Instrument 33-106 Withdrawn Oct 6/00

33-711 List of Non-Compliant Ontario Registered Firms Under National Instrument 33-106 Withdrawn Oct 6/00

33-712 Processing of Equity and Fixed Income Trades by Financial Institutions and Mutual Fund Dealers Published Nov 12/99

33-713 Registrant Regulatory Filings Published May 19/00

33-716 Networking Applications Published Jan 14/00

35-101 Conditional Exemption from Registration for United States Broker - Dealers and Agents To come into force Jan 1/01

35301 Conditional Exemption from Registration for United States Broker-Dealers and Agents Published Jul 16/99

41-301 The Year 2000 Challenge - Disclosure Issues Published Jan 30/98

41-502 Prospectus Requirements for Mutual Funds Published for comment Jun 27/97

42-301 Dual Reporting of Financial Information Published Feb 11/00

43-301 CSA Mining Technical Advisory and Monitoring Committee Published Nov 17/00

44-401 CSA Notice and Request for Comment: Concept Proposal for an Integrated Disclosure System Published Jan 28/00

45-102 Resale of Securities Published for comment Sep 8100

45-504 Prospectus Exemption for Distributions of Securities to Portfolio Advisers on Behalf of Fully Managed CAME INTO FORCE

Accounts FEB 20198

45-701 Paragraph 35(2)14 of the Securities Act (Ontario) Published Nov 10/00

46-301 Escrows - Proposal for Uniform Terms of Escrow Applicable to Initial Public Distributions Published Mar 17/00

47-201 The Use of the Internet and Other Electronic Means of Communication to Facilitate Trading in CAME INTO FORCE

Securities JAN 1/00

48-701 Notice of Lapse of SEC No-Action Letter regarding US Trading Rules and MJDS Transactions Published Jun 27/97

January 5, 2001 (2001) 24 OSCB 53

Notices! News Releases

Item Key

The third digit of each instrument represents the following: 1NationaIiMultilateral Instrument; 2-National/Multilateral Policy; 3-CSA Notice; 4-Concept Release; 5-Local' Rule; 6-Loc6l Policy; 7-Local Notice; 8-Implementing Instrument; 9-Miscellaneous

NEW INSTRUMENTS


51-301 Conversion of Corporate Issuers to Trusts ' ' ' Published Oct 10/97

51-302 The Year 2000 Challenge - Disclosure Issues Published Jan 30198

51-303 CSA Follow-up of Inadequate Year 2000 Disclosure ' ' Published Feb 19199

51-401 CSA Notice and Request for Comment: Concept Proposal for an Integrated Disclosure System Published Jan 28100

51-703 Implementation of Reporting Issuer Continuous Disclosure Review Program Published June 16/00

51-901 Report of the Toronto Stock Exchange Committee on Corporate Disclosure and Proposed Changes to Published for the Definitions of Material Fact and Material Change" ' ' comment Nov 7/97

51-902 Proposal for a Statutory Civil Remedy for Investors in the Secondary Market Published for comment May 29198

52-302 Dual Reporting of Financial Information Published Feb 11/00

52-501 Financial Statements CAME INTO FORCE DEC 12/00 (replaces s. 7 t 11 of the Regulation)

52-708 Staff Accounting Communique - Initial Offering Costs of Closed-End Investment Funds ' Published Dec 5197

52-709 Income Statement Presentation of Goodwill Charges Published Feb 18/00

53-301 CSA Notice - Task Force on Civil Remedies Published Sep 12197

53-302 Proposal for a Statutory Civil Remedy for Investors in the Secondary Market and Response to the Published Nov Proposed Change to the Definitions of "Material Fact" and "Material Change" , 10/00

53-701 Staff Report on Corporate Disclosure Survey ' ' Published July 28/00

55-102 System for Electronic Data on Insiders Published for comment Jun 16100

55-301 Filing Insider Reports By Facsimile and Exemption Where Minimal Connection to Jurisdiction Published Jan 24197

55-302 National Instrument 55-102 System for Electronic Disclosure by Insiders (SEDI) Implementation Date ' Published Nov Postponed 17/00

55-501 Insider Report Form ' ' CAME INTO FORCE JAN 28196

55-502 Facsimile Filing or Delivery of Insider Reports CAME INTO FORCE MAY 5198

January 5, 2001 (2001) 24 OSCB 64


Item Key

The third digit of each instrument represents the following: 1-NatlonallMultllateral Instrument; 2-National/Multilateral Policy; 3-CSA Notice; 4-Concept Release; 5-Local Rule; 6-Locaf Policy; 7-Local Notice; 8-Implementing Instrument; 9-Miscellaneous

NEW INSTRUMENTS


57-603 Defaults by Reporting Issuers in Complying with Financial Statement Filing Requirements Published for comment Mar

- 31/00

61-301 Staff Guidance on the Practice of "Mini-Tenders Published Dec 10/99

61-701 Applications for Exemptive Relief under Rule 61-501 Published June 30/00

62-101 Control Block Distribution Issues CAME INTO FORCE

MAR 15/00

62-102 Disclosure of Outstanding Share Data CAME INTO FORCE MAR 15/00

62-103 The Early Warning System and Related Take-over Bid and Insider Reporting Issues CAME INTO FORCE

MAR 15/00

81-105 Mutual Fund Sales Practices CAME INTO FORCE MAY 1/98

81-301 Mutual Fund Prospectus Disclosure System Concept Proposal Revoked

81-302 Sales of Mutual Funds in Current RRSP Season Pub//shed Dec 12197

81-303 Year 2000 Disclosure for Mutual Funds Published Apr 30/99

81-304 Trust Accounts for Mutual Fund Securities Published May 14/99

81-305 National Policy 12-201 Mutual Reliance Review System (MRRS) for Exemptive Relief Applications Published Nov (ERA) 19199

ERA and Applications for Approval or Exemptions under National Policy No. 39 Mutual Funds (NP 39")

81-306 Disclosure by Mutual Funds of Changes in Calculation of Management Expense Ratio Published Apr 7/00

81-704 Limited Powers of Attorney and Letters of Authorization Used in the Sale of Mutual Funds Published Aug 4/00

91-504 Over-the-Counter Derivatives See Notice published Dec 1/00

Non-SRO Electronic Trading Systems and Market Fragmentation Published for comment May -16/97; replaced by 21-101 and 23-101

January 5, 2001 (2001) 24 OSCB 56


Randee Pavalow Manager, Market Regulation Ontario Securities Commission (416) 593-8257

Diane Joly Director, Research and Market Development Commission des valeurs mobiliêres du Québec (514) 940-2199, ext. 4551

Donna Pincott Director, Communications CDNX (403) 589-2991

Graham White Communications Co-ordinator EFA Software (403) 265-6131

1.2 News Releases

1.2.1 EFA Software Services Ltd. and CDNX

NEWS RELEASE FOR IMMEDIATE RELEASE December 21, 2000

Toronto -- EFA Software Services Ltd. (EFA) and the Canadian Venture Exchange Inc. (CDNX) have been seleóted by the Canadian Securities Administrators (CSA) to establish and operate a data consolidation system in connection with the implementation of the CSA's ATS proposal.

The CSA will begin contract negotiations with EFA and the CDNX with an aim to having the data consolidation system operational in the fourth quarter of 2001. The CSA is an umbrella organization made up of securities regulators from Canada's 13 provinces and territories.

"This is an important first step towards introducing alternative trading systems into Canada," said Randee Pavalow, Chair of the CSA Staff Committee on ATS5.

"In order for investors to benefit from the competition presented by alternative trading systems, we first need to ensure that trading data is properly consolidated and distributed."

The Alternative Trading System Proposal is designed to establish a framework for different types of market places, including ATSs, to operate in Canada, to provide information transparency in the securities market in Canada, and to introduce the concepts of information consolidation and market integration. The ATS proposal was first published July 2, 1999 and was republished July 28, 2000.

As part of the ATS Proposal, the CSA proposed to establish a data consolidator to collect pre-trade and post-trade information and produce and disseminate a consolidated feed to the market. To select the party that would design and operate the data consolidation system, the CSA issued a Request for Proposal (RFP) on July 28, 2000.

For information, please contact:

Louyse Gauvin Executive Assistant to the Chair British Columbia Securities Commission (604) 899-6538 or (800) 373-6393 (in B.C.)

Ross McLennan Director, Registration British Columbia Securities Commission (604) 899-6685 or (800) 373-6393 (in B.C.)

Glenda Campbell Vice-Chair Alberta Securities Commission (403) 297-4230

January 5, 2001 (2001) 24 OSCB 66

Chapter 2

Decisions, Orders and Rulings

2.1 Decisions

2.1.1 TD Securities Inc. and DataRadio Inc. - MRRS Decision

Headnote

Section 233 of Regulation - Issuer is a connected issuer of one of the underwriters - Related underwriter exempted from clause 224(1)(b) of Regulation where there is participation by an independent agent corresponding to that required by section 2.1 of proposed Multi-Jurisdictional Instrument 33-105 Underwriting Conflicts.

Applicable Ontario Statute

Securities Act, R.S.O. 1990, c.S.5, as am.

Applicable Ontario Regulation

Regulation made under the Securities Act, R.R.O. 1990, Reg.1015, as am., ss. 219(1), 224(1)(b) and, 233, Part XIII.

Applicable Ontario Rule

Proposed Multi-Jurisdictional Instrument 33-105. Underwriting Conflicts, (1998), 21 OSCB 788, as amended (1999), 22 OSCB 149.

IN THE MATTER OFTHE CANADIAN SECURITIES LEGISLATION OF

QUEBEC, BRITISH COLUMBIA, ONTARIO AND NEWFOUNDLAND

AND

IN THE MATTER OFTHE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF TO SECURITIES INC. AND DATARADIO INC.

MRRS DECISION DOCUMENT

WHEREAS an application has been received by the securities commission (the "Decision Maker") of Quebec, British Columbia, Alberta, Ontario and Newfoundland (the "Jurisdictions") from TD Securities Inc. ('TDSI") for a decision pursuant to the securities legislation of Quebec, British Columbia, Alberta, Ontario and Newfoundland (the "Legislation") that the requirements to comply with the rule against acting as an Underwriter in connection with a

distribution of securities of a connected issuer of the underwriter (the "Independent Underwriter Requirement") contained in the Legislation shall not apply to TDSI in connection with a proposed initial public offering of common shares by Dataradio Inc. (the "Issuer") (the "Offering") to be made by means of a prospectus (the "Prospectus");

WHEREAS pursuant to the Mutual Reliance Review System for Exemptive Relief Applications (the "ERA") the Quebec Securities Commission is the principal regulator for this application;

AND WHEREAS the Issuer and TDSI have represented to the Decision Makers that:

1. The Issuer is a designer and manufacturer of wireless data equipment for the private network wireless data communications industry.

2. The Issuer is a corporation resulting from an amalgamation under the Canada Business Corporations Act ('CBCA") on September 6, 1985, of Dataradio Inc., a company incorporated under the CBCA on September 6, 1983, and Presud Communications Inc., a company incorporated under the CBCA on December 8, 1981. The head office of the Issuer is located in Québec.

3. The Issuer filed a preliminary prospectus dated October 20th, 2000 (the 'Preliminary Prospectus") in all Canadian provinces. The Issuer currently has an authorized capital consisting of an unlimited number of common shares and an unlimited number of preferred shares, issuable in series, of which 20,000,000 common shares and no preferred shares are outstanding on the date hereof..

4. On May 5, 2000, the Issuer entered into a $1,500,000 secured revolving credit facility (the 'Committed Revolver") and a $4,500,000 commercial instalment loan (the "Commercial Loan" and collectively with the Committed Revolver, the "Credit Facilities") with the Toronto Dominion Bank (the "Bank").

5. Pursuant to an agreement dated October 5, 2000, the Bank agreed to increase the Committed Revolver to $3,000,000 and extend the term for the Committed Revolver to October 5, 2001. This agreement was subject, amongst other things, to the acceptance by the Issuer that the final repayment date for the outstanding balance of the Commercial Loan be changed from December 31, 2001 to November 30, 2000.

6. TDSI is a wholly-owned subsidiary of the Bank.

January 5, 2001 (2001) 24 OSCB 57


7. As of September 30, 2000, the amount drawn by the Issuer on the Committed Revolver was $ 914,000.

8. As of September 30, 2000, the amount drawn by the Issuer on the Commercial Loan was $ 724,000.

9. It is possible that a total of up to $3,641,000 will be drawn by the Issuer on the Credit Facilities before the closing of the transaction.

10. By virtue of the Credit Facilities, the Issuer may, in connection with the Offering, be considered a "Connected Issuer" of TDSI in accordance with the Multi-Jurisdictional Instrument 33-105 and Companion Policy 33-105 - Underwriting Conflicts ("33-105"). The Issuer is not a "Related Issuer" as defined in 33-105.

19. TDSI will not receive any benefits from the Offering other than the payment of its fees in connection therewith.

20. Each of the Underwriters will be, at the time of final receipt of the Prospectus; registered as a dealer in the categories of "broker" and "investment dealer" in all provinces and territories.

21. The Preliminary Prospectus and the Prospectus will disclose the nature of the relationship between the Issuer, TDSI and the Bank and the existence of the Credit Facilities as specified in Appendix "C" of 33-105.

22. The Underwriters will subscribe to the offering according to the following table:

11. It is anticipated that the Offering will be approximately $50 million.

12. Part of the proceeds of the Offering will be used by the Issuer to repay the amounts drawn under the Credit Facilities.

Underwriter

TD Securities Inc. CIBC World Markets Inc. National Bank Financial Inc. BMO Nesbitt Burns Inc.

Percentage of Offering 47% 25% 18% 10%

13. No default has been reported under the Credit Facilities.

14. The audited consolidated balance sheet of the Issuer as at July 31, 2000 indicates that shareholders' equity is $9,808,000. Based on the audited consolidated balance sheet of the Issuer as at July 31, 2000, the sum of the Credit Facilities outstanding at September 30, 2000 represents 16.70% of the Issuer's shareholders' equity. Based on the audited consolidated balance sheet of the Issuer as at July 31, 2000 and the possible $3,641,000 to be drawn on the Credit Facilities before the closing of the transaction, the sum of the Credit Facilities could represent 37.12% of the Issuer's shareholders' equity. The Issuer is not in a Minor Debt Relationship as defined in 33-105.

15. Pursuant to an agreement (the "Underwriting Agreement") to be made between the Issuer, TDSI, CIBC World Markets Inc. ("CIBC WM"), National Bank Financial Inc. ("National") and BMO Nesbitt Burns Inc. ('Nesbitt") (collectively the "Underwriters"), the Underwriters will purchase the common shares under the Offering on the terms and conditions described therein.

16. The Issuer is neither a "Connected Issuer" nor a "Related Issuer" of CIBC WM for the purposes of the Offering.

17. CIBC WM will underwrite at least 20% of the dollar value of the Offering, will participate in the structuring and pricing of the Offering and has and will continue to participate in the due diligence activities performed by the Underwriters for the Offering.

18. The Preliminary Prospectus and the Prospectus will contain a certificate signed by the Underwriters.

23. The decision to make the Offering, including the terms and conditions of distribution, were made through negotiations between the Issuer and the Underwriters without the involvement of the Bank.

24. The Issuer is not in financial difficulty, is not under immediate financial pressure to proceed with the Offering and is not in default in any of its obligations. The Issuer is not a "specified party" as such term is defined in 33-105.

AND WHEREAS under the System, this MRRS Decision Document evidences the decision of each Decision Maker (collectively, the "Decision");

AND WHEREAS each of the Decision Makers is satisfied that the test contained in the Legislation that provides the Decision Maker with the jurisdiction to make the Decision has been met;

The Decision of the Decision Makers under the Legislation is that the Independent Underwriter Requirement shall not apply to TDSI in connection with the Offering provided that:

a) CIBC WM underwrites at least 20% of the Offering;

b) CIBC WM participates in the due diligence, prospectus drafting and pricing in relation to the Offering and the extent of its participation is fully described in the Prospectus;

C) CIBC WM signs the underwriters certificate in the Prospectus;

January 5, 2001 (2001) 24 OSCB 58


d) the Prospectus contains the disclosure stated in 2.1.2 CIBC Investor Services Inc. - MRRS paragraph 21 above; and Decision

e) the relationship between the Issuer and TD will be disclosed in the Prospectus.

Headnote

November 24, 2000.Mutual Reliance Review System for Exemptive Relief

(s) Jean LorrainApplications - relief from the Suitability Requirements, as

M° Jean Lorrain reflected in paragraph 1.5(1)(b) of OSC Rule 31-505, pursuant

Le Directeur de la Conformité et application

to section 4.1 of OSC Rule 31-505, subject to the terms and conditions set out in the Decision Document.

Decision pursuant to s.21.1(4) of the Act, that the IDA Suitability Requirements do not apply to the Filer, subject to the terms and conditions set out in the Decision Document.

Applicable Ontario Statute

Securities Act R.S.O. 1990, c.S.5, as amended, s.21.1(4).

Rules Cited

Ontario Securities Commission Rule 31-505 'Conditions of Registration" (1999)22 O.S.C.B. 731.

IDA Regulations Cited

IDA Regulation 1300.1(b), 1800.5(b), 1900.4.

IN THE MATTER OF THE SECURITIES LEGISLATION OF BRITISH COLUMBIA, ALBERTA, SASKATCHEWAN,

NOVA SCOTIA, NEWFOUNDLAND AND ONTARIO

AND

IN THE MATTER OF THE MUTUAL RELIANCE REVIEW SYSTEM FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF CIBC INVESTOR SERVICES INC.


WHEREAS the local securities regulatory authority or regulator (the "Decision Maker") in each of the provinces of British Columbia, Alberta, Saskatchewan, Newfoundland, Nova Scotia and Ontario (collectively, the "Jurisdictions") has received an application from CIBC Investor Services Inc. (the "Filer") regarding the operation of the separate division, Investor's Edge (the "Division"), for:

1. a decision under the securities legislation of the Jurisdictions (the "Legislation") that the requirements of the Legislation requiring the Division and its registered salespersons, partners, officers and directors ("Registered Representatives") to make inquiries of each client of the Division as are appropriate, in view of

• the nature of the client's investments and of the type of •

transaction being effected for the client's account, to determine (a) the general investment needs and

• objectives of the client and (b) the suitability of a proposed purchase or sale of a security for the client (such requirements, the "Suitability Requirements") do

JanUary 5, 2001 • • • • (2001) 24 OSCB 59


not apply to the Division and its Registered Representatives; and

a decision under the Legislation, other than the securities legislation of Newfoundland and Nova Scotia, that the requirements of the Investment Dealers Association of Canada (the "IDA"), in particular IDA Regulation 1300.1(b), 1800.5(b) and 1900.4, requiring the Division and its Registered Representatives to make inquiries of each client of the Division as are appropriate, in view of the nature of the client's investments and of the type of transaction being effected for the client's account, to determine (a) the general investment needs and objectives of the client and (b) the suitability of a proposed purchase or sale of a security for the client (such requirements, the "IDA Suitability Requirements") do not apply to the Division and its Registered Representatives;

AND WHEREAS under the Mutual Reliance Review System for Exemptive Relief Applications (the "System"), the Ontario Securities Commission is the principal regulator for this application;

AND WHEREAS the Filer has represented to the Decision Makers that:

the Filer . is a corporation incorporated under the Canada Business Corporations Act and is a wholly-owned subsidiary of the Canadian Imperial Bank of Commerce (CIBC");

2. except as provided by paragraph 8 and 17 below, the Division is a distinct internal operating division of the Filer;

3. the head office of the Filer is located in Ontario and the Division also maintains offices and has Registered Representatives in Ontario, Quebec and British Columbia;

4. the Filer is registered under the Legislation as an investment dealer and broker (or the equivalent) and is a member of the IDA;

5. Investor's Edge is a trade name of CIBC registered with each of the Jurisdictions and the other division of the Filer operates under the trade name Imperial Investor Service;

6. the Division's clients can place trades by any of the following means:

(i) placing a trade by telephoning a toll-free line and speaking to a registered representative of the Division (known as "Investor's Edge Registered Telephone Representatives"),

(ii) placing a trade by telephoning a toll-free line through the Division's Interactive Voice Response (IVR) system, and

(iii) placing a trade online through the Internet;

7. clients of Imperial Investor Service can place trades by any of the following means:

(i) placing a trade by telephoning a toll-free line and speaking to a registered representative of Imperial Investor Service (known as "Imperial Investor Service Registered Telephone Representatives"),

(ii) placing a trade by telephoning a toll-free line through the Imperial Investor Service's Interactive Voice Response (IVR) system, and

(iii) placing a trade online through the Internet;

8. registered salespersons of the Filer (known as "Registered Electronic Representatives") process the trades that are placed through the IVR system and through the Internet for clients of the Division and for clients of Imperial Investor Service;

9. the Division operates independently using its own letterhead, accounts, Registered Telephone Representatives and account documentation and, commencing June 30, 2001, its own Registered Electronic Representatives;

10. the Division and its Registered Representatives do not and will not, except as provided in paragraph 19 below, provide advice or recommendations regarding the purchase or sale of any security and the Filer and the Division have adopted policies and procedures to ensure the Division and the Division's Registered Representatives do not and will not, with such exception, provide advice or recommendations regarding the purchase or sale of any security;

11. when the Division provides trade execution services to clients it would, in the absence of this Decision, be required to comply with the Suitability Requirements and IDA Suitability Requirements;

12. clients who request the Division or its Registered Representatives to provide advice or recommendations or advice as to suitability will be referred to another division of the Filer or another dealer;

13. the Division does not and will not compensate its Registered Representatives on the basis of transactional values;

14. each client of the Division will be advised of the Decision of the Decision Makers and requested to acknowledge that:

(a) no advice or recommendation will be provided by the Division or its Registered Representatives regarding the purchase or sale of any security, and

(b) the Division and its Registered Representatives will no longer determine the general investment needs and objectives of the client or the suitability of . a proposed purchase or sale of a

January 5, 2001 (2001) 24 OSCB 60


security for the client; (both (a) and (b) shall constitute the "Client Acknowledgement");

15. the Client Acknowledgement will provide the client with sufficient detail and will explain to each client the significance of not receiving either investment advice or a recommendation from the Filer, including the significance of the Filer not determining the general investment needs and objectives of the client or the suitability of a proposed purchase or sale of a security for the client;

16. each client of the Division will be advised that he or she has the option of transferring his or her account or accounts to another division of the Filer or another dealer at no cost to the client if the client does not wish to provide a Client Acknowledgement (the "Account Transfer Option");

17. until June 30, 2001, Registered Electronic Representatives of the Filer may process trades that are placed through the IVR system or through the Internet for clients of the Division or clients of Imperial Investor Service but the Registered Electronic Representatives do not and will not have any direct contact with clients of Imperial Investor Service and will refer any issues associated with the processing of an order for a client of Imperial Investor Service to an appropriately registered representative of the Filer that is not a Registered Representative;

18. commencing June 30, 2001, the Division will maintain its own Registered Electronic Representatives and such representatives will only process trades that are placed by clients of the Division;

19. the Division and its Registered Representative's will continue to comply with the Suitability Requirements and IDA Suitability Requirements for client accounts for which no Client Acknowledgement is received until June 30, 2001;

20. commencing June 30, 2001 the Division will not permit a transaction in an account for which a Client Acknowledgement has not been received unless the transaction is a sale for cash or a transfer of assets to another account;

21. all prospective clients of the Division will 'be advised and required to acknowledge that:

(a) no advice or recommendations will be provided by the Division or its Registered Representatives regarding the purchase or sale of any security, and

(b) the Division and its Registered Representatives will not determine the general investment needs and objectives of the client or the suitability of a proposed purchase or sale of a security for the client, (both (a) and (b) shall constitute the "Prospective Client Acknowledgement")

prior to the Division opening an account for such prospective client;

22. the Prospective Client Acknowledgement will provide the client with sufficient detail and will explain to each client the significance of not receiving either investment advice or a recommendation from the Filer, including the significance of the Filer not determining the general investment needs and objectives of the client or the suitability of a proposed purchase or sale of a security for the client;

23. the Filer has adopted policies and procedures to ensure:

(a) that evidence of all Client Acknowledgements, Prospective Client Acknowledgements and Account Transfer Options is established and retained pursuant to the record keeping requirements of the Legislation and the IDA,

(b) all client accounts of the Division are appropriately designated as being a client account to which a Client Acknowledgement or Prospective Client Acknowledgement has been received or being a client account to which a Client Acknowledgement has not been received,

(c) for any client of the Division who does not provide a Client Acknowledgement and chooses to exercise the client's Account Transfer Option,

• the Division will transfer the client's account in an expeditious manner and at no cost to the client, and

(d) Registered Electronic Representatives do not have any direct contact with clients of Imperial Investor Service and will refer any issues associated with the processing of an order for a client of Imperial Investor Service to an appropriately registered representative of the Filer that is not a Registered Representative; and

24. the Filer has adopted policies and procedures to ensure that:

(a) subject to paragraph 8 and 17 above, the Division operates separately from any other division of the Filer using its own letterhead, accounts, account documentation and Registered Representatives (other than persons who exclusively perform supervisory or compliance functions),

(b) subject to paragraph 8 and 17 above, Registered Representatives of the Division (other than persons who exclusively perform supervisory or compliance functions), are clearly employed by the Division and do not handle the business or clients of any other division of the Filer,

(c) a current list of Investor's Edge Registered Telephone Representatives, Imperial Investor Service Registered Telephone Representatives, Registered Electronic Representatives and Registered Representatives is maintained at all times, and

January 5, 2001 (2001) 24 OSCB 61


(d) commencing June 30, 2001, the Division will maintain its own Registered Electronic Representatives and suchrepresentatives will only process trades that are placed by clients of the Division;



THE DECISION of the Decision Makers under the Legislation is that the Suitability Requirements contained in the Legislation shall not apply to the Division and its Registered Representatives so long as:

except as permitted by term and condition 4 and 8 below, the Division and its Registered Representatives do not provide any advice or recommendations regarding the purchase or sale of any security;

2. clients who request the Division or its Registered Representatives to provide advice or recommendations or advice as to suitability are referred to another division of the Filer or another dealer;

3. except as permitted in term and condition 4 below, the Division operates independently using its own letterhead, accounts, Registered Representatives (other than persons who exclusively perform supervisory or compliance functions) and account documentation;

4. until June 30, 2001, Registered Electronic Representatives of the Filer may process trades that are placed through the IVR system or through the Internet for clients of the Division or clients of Imperial Investor Service provided that the Registered Electronic Representatives do not have any direct contact with clients of Imperial Investor Service and will refer any issues associated with the processing of an order for a client of Imperial Investor Service to an appropriately registered representative of the Filer that is not a Registered Representative;

5. commencing June 30, 2001, the Division will maintain its own Registered Electronic Representatives and such representatives will only process trades that are placed by clients of the Division;

the Division does not compensate its Registered Representatives on the basis of transactional values;

each client of the Division is advised of the Decision of the Decision Makers and requested to make a Client Acknowledgement or transfer his or her account to another division of the Filer or another dealer if the client does not wish to make a Client Acknowledgement;

the Division and its Registered Representatives continue to comply, until June 30, 2001, with their Suitability Requirements and IDA Suitability Requirements for client accounts for which no Client Acknowledgement is received;

9. commencing June 30, 2001 the Division will not permit transactions in an account for which a Client Acknowledgement has not been received unless the transaction is a sale for cash or a transfer of assets to another account;

10. each prospective client of the Division is advised of the Decision of the Decision Makers and required to make a Prospective Client Acknowledgement prior to the Division or its Registered Representatives servicing such prospective client;

11. evidence of all Client Acknowledgements, Prospective Client Acknowledgements and Account Transfer Options is established and retained pursuant to the record keeping requirements of the Legislation and the IDA;

12. for any client who elects to exercise the client's Account Transfer Option, the Division transfers such account or accounts to another division of the Filer or another dealer in an expeditious manner and at no cost to the client;

13. the Division accurately identifies and distinguishes client accounts for which a Client Acknowledgement or Prospective Client Acknowledgement has been provided and client accounts for which no Client Acknowledgement has been provided;

14: the Filer has in force policies and procedures to ensure that:

(a) Registered Electronic Representatives do not have any direct contact with clients of Imperial Investor Service and will refer any issues associated with the processing of an order for a client of Imperial Investor Service to an appropriately registered representative of the Filer that is not a Registered Representative,

(b) except as permitted in term and condition 4 above, the Division operates separately from any other division of the Filer using its own letterhead, accounts, account documentation and Registered Representatives (other than persons who exclusively perform supervisory or compliance functions),

(c) except as permitted in term and condition 4 above, Registered Representatives of the Division (other than those who exclusively perform supervisory or compliance functions) are clearly employed by the Division and do not handle the business or clients of any other division of the Filer,

(d) a current list of Investor's Edge Registered Telephone Representatives, Imperial Investor

January 5, 2001 (2001) 24 OSCB 62


Service Registered Telephone Representatives, Registered Electronic Representatives and Registered Representatives is maintained at all times,

(e) commencing June 30, 2001 the Division will maintain its own Registered Electronic Representatives and such representatives shall only process trades that are placed by clients of the Division, and

(f) notice is provided on or before June 30, 2001 to each of the Decision Makers that the Division maintains its own Registered Electronic Representatives and such representatives only process trades that are placed by clients of the Division; and

15. if an IDA rule addressing the IDA Suitability Requirements comes into effect, the Decision with respect to the Suitability Requirements will terminate one year following the date such rule comes into force, unless the Decision Maker determines otherwise.

December 20, 2000

"Rebecca Cowdery"

THE DECISION of the Decisions Makers, other than Newfoundland and Nova Scotia, is that the IDA Suitability Requirements do not apply to the Division and its Registered Representatives so long as:

except as permitted by term and condition 4 and 8 below, the Division and its Registered Representatives do not provide any advice or recommendations regarding the purchase or sale of any security;


3. except as permitted in term and condition 4 below, the Division operates independently using its own letterhead, accounts, Registered Representatives (other than persons who exclusively perform supervisory or compliance functions) and account documentation;

4. until June 30, 2001, Registered Electronic Representatives of the Filer may process trades that are placed through the IVR system or through the Internet for clients of the Division or clients of Imperial Investor Service provided that the Registered Electronic Representatives do not have any direct contact with clients of Imperial Investor Service and will refer any issues associated with the processing of an order for a client of Imperial Investor Service to an appropriately registered . representative of the Filer that is not a Registered Representative;

5. commencing June 30, 2001, the Division will maintain - its own Registered Electronic Representatives and such

representatives will only process trades that are placed by clients of the Division;

6. the Division does not compensate its Registered Representatives on the basis of transactional values;

7. each client of the Division is advised of the Decision of the Decision Makers and requested to make a Client Acknowledgement or transfer his or her account to another division of the Filer or another dealer if the client does not wish to make a Client Acknowledgement;

8. the Division and its Registered Representatives continue to comply, until June 30_2001, with their Suitability Requirements and IDA Suitability

• Requirements for client accounts for which no Client Acknowledgement is received;

9. commencing June 30, 2001 the Division will not permit transactions in an account for which a Client Acknowledgement has not been received unless the transaction is a sale for cash or a transfer of assets to another account;

10. each prospective client of the Division is advised of the Decision of the Decision Makers and required to make a Prospective Client Acknowledgement prior to the Division or its Registered Representatives servicing such prospective client;


12. for any client who elects to exercise the client's Account Transfer Option, the Division transfers such account or accounts to another division of the Filer or another dealer in an expeditious manner and at no cost to the client;

13. the Division accurately identifies and distinguishes client accounts for which a Client Acknowledgement or Prospective Client Acknowledgement has been provided, and client accounts for which no Client Acknowledgement has been provided;

14. the Filer has in force policies and procedures to ensure that:

(a) Registered Electronic Representatives do not have any direct contact with clients of Imperial Investor Service and will refer any issues associated with the processing of an order for a client of Imperial Investor Service to an appropriately registered representative of the Filer that is not a Registered Representative,

(b) except as permitted in term and condition 4 above, the Division operates separately from any other division of the Filer using its own letterhead, accounts, account documentation and Registered Representatives. (other than

January 5, 2001 . (2001)24 OSCB 63


persons who exclusively perform supervisory or compliance functions),

(C) except as permitted in term and condition 4 above, Registered Representatives of the Division (other than those who exclusively perform supervisory or compliance functions) are clearly employed by the Division and do not handle the business or clients of any other division of the Filer,

(d) a current list of Investor's Edge Registered Telephone Representatives, Imperial Investor Service Registered Telephone Representatives, Registered Electronic Representatives and Registered Representatives is maintained at all times,

(e) commencing June 30, 2001 the Division will maintain its own Registered Electronic Representatives and such representatives shall only process trades that are placed by clients of the Division, and

(f) notice is provided on or before June 30, 2001 to each of the Decision Makers that the Division maintains its own Registered Electronic Representatives and such representatives only process trades that are placed by clients of the Division; and

15. if an IDA rule addressing the IIJA Suitability Requirements comes into effect, the Decision with respect to the IDA Suitability Requirements will terminate one year following the date such rule comes into force, unless the Decision Maker determines otherwise.

December 20, 2000

"Howard I. Wetston"

"John A. Geller"

2.1.3 TD Waterhouse Investor Services Inc. - MRRS Decision


NEWFOUNDLAND NOVA SCOTIA AND ONTARIO

AND IN THE MATTER OF THE MUTUAL RELIANCE REVIEW

SYSTEM FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF TO WATERHOUSE INVESTOR SERVICES (CANADA) INC.


WHEREAS the local securities regulatory authority or regulator (the "Decision Maker") in each of the provinces of British Columbia, Alberta, Saskatchewan, Newfoundland, Nova Scotia and Ontario (collectively, the "Jurisdictions") has received an application from TD Waterhouse Investor Services (Canada) Inc. (the "Filer") regarding the operation of the separate division, TD Waterhouse Direct (the "Division") for:

a decision under the securities legislation of the Jurisdictions (the "Legislation") that the requirements of the Legislation requiring the Division and its registered salespersons, partners, officers and directors ("Registered Representatives") to make inquiries of each client of the Division as are appropriate, in view of the nature of the client's investments and of the type of transaction being effected for the client's account, to determine (a) the general investment needs and objectives of the client and (b) the suitability of a proposed purchase or sale of a security for the client (such requirements, the "Suitability Requirements") do not apply to the Division and its Registered Representatives; and

2. a decision under the Legislation, other than the securities legislation of Newfoundland and Nova Scotia, that the requirements of the Investment Dealers Association of Canada (the "IDA"), in particular IDA Regulation 1300.1(b), 1800.5(b) and 1900.4, requiring the Division and its Registered Representatives to make inquiries of each client of the Division as are appropriate, in view of the nature of the client's investments and of the type of transaction being effected for the client's account, to determine (a) the general investment needs and objectives of the client and (b) the suitability of a proposed purchase or sale of a security for the client (such requirements, the "IDA Suitability Requirements") do not apply to the Division and its Registered Representatives;

AND WHEREAS under the Mutual Reliance Review System for Exemptivé Relief Applications (the "System"), the Ontario Securities Commission is the principal regulator for this application;

January 5, 20011 (2001) 24 OSCB 64


AND WHEREAS the Filer and the Division have represented 12. the Client Acknowledgement will provide the client with to the Decision Makers that: sufficient detail and will explain to each client the

significance of not receiving either- investment advice or 1. the Filer is a corporation incorporated under the a recommendation from the Filer, including the

Business Corporations Act (Ontario) and is an indirect significance of the Filer not determining the general subsidiary of The Toronto-Dominion Bank; investment needs and objectives of the client;

2. the Division is a distinct internal operating division of the Filer;

3. the Filer has 38 branch offices and/or call centres located in all of the provinces of Canada other than Prince Edward Island;

4. the Filer is registered under the Legislation as an investment dealer or equivalent and is a member of the IDA;

5. TD Waterhouse Direct is a trade name of the Filer registered with each of the Jurisdictions;

6. the Division operates independently using its own letterhead, accounts, Registered Representatives and account documentation;

7. the Division and its Registered Representatives do not and will not, except as provided in 14 below, provide advice or recommendations regarding the purchase or sale of any security and the Filer and the Division have adopted policies and procedures to ensure the Division and the Division's Registered Representatives do not and will not, with such exception, provide advice or recommendations regarding the purchase or sale of any security;

8. when the Division provides trade execution services to clients it would, in the absence of this Decision, be required to comply with the Suitability Requirements and IDA Suitability Requirements;

clients who request the Division or its Registered Representatives to provide advice or recommendations or advice as to suitability will be referred to another division of the Filer or another dealer;

10. the Division does not and will not compensate its Registered Representatives on the basis of transactional values;

11. each client of the Filer will be advised of the Decision of the Decision Makers and requested to acknowledge that:

(a) no advice or recommendation will be provided by the Division or its Registered Representatives regarding the purchase or sale of any security, and

(b) the Division and its Registered Representatives will no longer determine the general investment needs and objectives of the client or the suitability of a proposed purchase or sale of a security for the client; (both (a) and (b) shall constitute the "Client Acknowledgement");

13. each client of the Filer will be advised that he or she has the option of transferring his or her account or accounts to another division of the Filer or another dealer at no cost to the client if the client does not wish to provide a Client Acknowledgement (the 'Account Transfer Option");

14. the Division and its Registered Representatives will continue to comply with the Suitability Requirements and IDA Suitability Requirements for client accounts for which no Client Acknowledgement is received until June 30, 2001;

15. after June 29, 2001, the Division will not permit a transaction in an account for which a Client Acknowledgement has not been received unless the transaction is a sale for cash or a transfer of assets to another account;

16. all prospective clients of the Division will be advised and required to acknowledge that:

(a) no advice or recommendations will be provided by the Division or its Registered Representatives regarding the purchase or sale of any security, and

(b) the Division and its Registered Representatives will not determine the general investment needs and objectives of the client or the suitability of a proposed purchase or sale of a security for the client, (both (a) and (b) shall constitute the "Prospective Client Acknowledgement"),

prior to the Division opening an account for such prospective client;

17. the Prospective Client Acknowledgement will provide the client with sufficient detail and will explain to each client the significance of not receiving either investment advice

or a recommendation from the Filer, including the significance of the Filer not determining the general investment needs and objectives of the client, or the suitability of a proposed purchase or sale of a security for the client;

18. the Filer and the Division have adopted policies and procedures to ensure:

(a) that evidence of all Client Acknowledgements, Prospective Client Acknowledgements and Account Transfer Options is established and retained pursuant to the record keeping requirements of the Legislation and the IDA,

(b) all client accounts of the Division are appropriately designated as being a client account to which a Client Acknowledgement or

January 5, 2001 (2001) 24 OSCB 65


Prospective Client Acknowledgement has been 6. the Division and its Registered Representatives received or being a client account to which a continue to comply, until June 30, 2001, with their Client Acknowledgement has not been received, Suitability Requirements and IDA Suitability and Requirements for client accounts for which no Client

Acknowledgement is received; (c) for any client of the Division who does not

provide a Client Acknowledgement and chooses 7. commencing June 30, 2001, the Division will not permit to exercise the client's Account Transfer Option, transactions in an account for which a Client the Division will transfer the client's account in Acknowledgement has not been received unless the an expeditious manner and at no cost to the transaction is a sale for cash or a transfer of assets to client; and another account;

19. the Filer has adopted policies and procedures to ensure that:

(a) the Division will operate separately from any other division of the Filer,

(b) Registered Representatives of the Division will be clearly employed by the Division and will not handle the business or clients of any other division of the Filer, and

(c) a list of Registered Representatives of the Division is maintained at all times;



THE DECISION of the Decision Makers under the Legislation is that the Suitability Requirements contained in the Legislation shall not apply to the Division and its Registered Representatives so long as:

except as permitted by 6 below, the Division and its Registered Representatives do not provide any advice or recommendations regarding the purchase or sale of any security;


3. the Division operates independently and operates using its own letterhead, accounts, Registered Representatives and account documentation;


5. each client of the Filer is advised of the Decision of the Decision Makers and requested to make a Client Acknowledgement or transfer his or her account to another division of the Filer or another dealer if the client does not wish to make a Client Acknowledgement;

8. each prospective client of the Division is advised of the Decision of the Decision Makers and required to make a Prospective Client Acknowledgement prior to the Division or its Registered Representation servicing such prospective client;


10. for any client who elects to exercise the client's Account Transfer Option, the Filer transfers such account or accounts to another division of the Filer or another dealer in an expeditious manner and at no cost to the client;


12. the Filer has in force policies and procedures to ensure that:

(a) the Division continues to operate separately from any other division of the Filer,

(b) Registered Representatives of the Division are clearly employed by the Division and do not handle the business or clients of any other division of the Filer, and

(c) a list of Registered Representatives of the Division is maintained at all times; and


December 7, 2000

"William R. Gazzard"

January 5, 2001 (2001) 24 OSCB 66


THE DECISION of the Decisions Makers, other than Newfoundland and Nova Scotia, is that the IDA Suitability Requirements do not apply to the Division and its Registered Representatives so long as:

1. except as permitted by 6 below, the Division and its Registered Representatives do not provide any advice or recommendations regarding the purchase or sale of any security;


3. the Division operates independently and operates using its own letterhead, accounts, Registered Representatives and account documentation;


12. the Filerhas in force policies and procedures to ensure that:

(a) the Division continues to operate separately from any other division of thö Filer,

(b) Registered Representatives of the Division are clearly employed by the Division and do not handle the business or clients of any other division of the Filer, and

(c) a list of Registered Representatives of the Division is maintained at all times; and


December 7, 2000. 5. each client of the Filer is advised of the Decision of the

Decision Makers and requested to make a Client Acknowledgement or transfer his or her account to "Robert W. Davis" another division of the Filer or another dealer if the client does not wish to make a Client Acknowledgement;

6. the Division and its Registered Representatives continue to comply, until June 30, 2001, with their Suitability Requirements and IDA Suitability Requirements for client accounts for which no Client Acknowledgement is received;

7. commencing June 30, 2001, the Division will not permit transactions in an account for which a Client Acknowledgement has not been received unless the transaction is a sale for cash or a transfer of assets to another account;

8. each prospective client of the Division is advised of the Decision of the Decision Makers and required to make a Prospective Client Acknowledgement prior to the Division or its Registered Representation servicing such prospective client;

9. evidence of all Client Acknowledgements, Prospective - Client Acknowledgements and Account Transfer

Options is established and retained pursuant to the • record keeping requirements of the Legislation and the

IDA;

10. for any client who elects to exercise the client's Account Transfer Option, the Filer transfers such account or accounts to another division of the Filer or another dealer in an expeditious manner and at no cost to the client;


"Robin W. Korthals"

January 5, 2001 (2001) 24 OSCB 67


2.1.4 Citadel S -1 Income Trust Fund - MRRS Decision

Headnote

Mutual Reliance Review System for Exemptive Relief Applications - Closed-end investment trust exempt from prospectus and registration requirements in connection with issuance of units to existing unitholders pursuant to a distribution reinvestment plan whereby distributions of income are reinvested in additional units of the trust, subject to certain conditions - first trade relief provided for additional units of trust, subject to certain conditions - issuer relieved of certain reporting requirements, subject to certain conditions.

Statutes Cited

Securities Act, R.S.O. 1990, c.S.5, as am., ss.25, 53, 72(5), 74(1)

IN THE MATTER OF THE SECURITIES LEGISLATION

OF ALBERTA, BRITISH COLUMBIA, MANITOBA, NEW BRUNSWICK,

NEWFOUNDLAND, NOVA SCOTIA, ONTARIO, PRINCE EDWARD ISLAND,

QUEBEC AND SASKATCHEWAN

AND


AND

IN THE MATTER OF CITADEL S-I INCOME TRUST FUND


WHEREAS the Canadian securities regulatory authority or regulator (the "Decision Maker") in each of Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland, Nova Scotia, Ontario, Prince Edward Island, Quebec and Saskatchewan (the "Jurisdictions") has received an application from Citadel 5-1 Income Trust Fund (the "Filer"), for a decision pursuant to the securities legislation of the Jurisdictions (the "Legislation") that the requirement contained in the Legislation to be registered to trade in a security and to file and obtain a receipt for a preliminary prospectus and a final prospectus (the "Registration and Prospectus Requirements") shall not apply to the distribution of trust units of the Filer pursuant to a distribution reinvestment plan (the "DRIP");

AND WHEREAS pursuant to the Mutual Reliance Review System for Exemptive Relief Applications (the "System"), the Ontario Securities Commission is the principal regulator for this application;


The Filer is a closed-end investment trust established under the laws of Alberta pursuant to a declaration of trust dated August 11, 2000 (the "Declaration of Trust"). The Trust Company of Bank of Montreal is the trustee of the Filer (in such capacity, the "Trustee").

The assets of the Filer consist of aportfolio of securities including Canadian income funds, Canadian and U.S. high yielding investment grade debt and income yielding equity securities as well as cash (the "Assets"). The Filer has been created to provide unitholders of the Filer with an income stream derived from the distribution of income to the Filer from the portfolio of securities that it holds ("Distributable Income").

Under the Declaration of Trust, the Filer is authorized to issue an unlimited number of transferable, non-redeemable trust units (the "Trust Units"), of which there were 1,875,625 Trust Units issued and outstanding on October 6, 2000. Each Trust Unit represents an equal fractional undivided beneficial interest in the net assets of the Filer, and entitles its holder to one vote at meetings of unitholders of the Filer ("Unitholders") and to participate equally with respect to any and all distributions made by the Filer, including distributions of net income and net realized capital gains, if any. Rights, warrants and options to subscribe for fully-paid Trust Units may also be issued.

4: The Filer became a reporting issuer or the equivalent thereof in each province of Canada on September 28, 2000 when it obtained a Final Decision Document for its prospectus dated September 28, 2000 (the "Prospectus"). As of the date hereof, the Filer is up to date with all filings required to be made under the Legislation.

5. Citadel Si Management Ltd. (the "Administrator") is the authorized attorney of the Filer.

6. The Trust Units are listed on The Toronto Stock Exchange.

7. The Trust Units are available in book-entry only form whereby CDS & Co., a nominee of The Canadian Depository for Securities Limited, is the only registered holder of Trust Units.

8. The Filer proposes to establish, subject to regulatory approval, the DRIP to permit Unitholders, at their discretion, to automatically reinvest the Distributable Income paid on their Trust Units in additional Trust Units ("DRIP Units") as an alternative to receiving cash distributions.

9. Distributions due to participants in the DRIP ("DRIP • Participants") will be paid to The Trust Company of

Bank of Montreal in its capacity as agent under the DRIP (in such capacity, the "DRIP Agent") and applied

• to the purchase of DRIP Units.

10. No commissions, service charges or brokerage fees will be payable by DRIP Participants in connection with the DRIP.

January 5, 2001 (2001) 24 OSCB 68


11. If the weighted average trading price of a Trust Unit on value per Trust Unit on a distribution date is not The Toronto Stock Exchange for the 20 trading days significant. immediately preceding the relevant distribution date (plus applicable commissions and brokerage charges 17. The DRIP is open to participation by all Linitholders, so on a per Trust Unit basis) (the "Market Price") is less that any Unitholder can ensure protection against than the net asset value of the Filer per Trust Unit on potential dilution, albeit insignificant, by electing to that distribution date, the DRIP Agent will purchase participate in the DRIP. DRIP Units in the market or from the Filer using distributable cash in accordance with the following 18. DRIP Participants may terminate their participation in paragraph. the DRIP by providing 5 days' written notice to the DRIP

Agent prior to the applicable record date. The notice 12. Market purchases will be made during the 20 trading must include the name of the securities broker, dealer,

day period next following the relevant distribution date, bank, trust company or other participant in the when the trading price per Trust Unit (plus applicable depository system of The Canadian Depositary for commissions and brokerage charges on a per Trust Securities Limited through which the DRIP Participant Unit basis) does not exceed 115% of the Market Price holds DRIP Units. Such notice, if actually received no of each Trust Unit as at that distribution date. Upon the later than 5 days prior to the applicable record date, will expiration of such period, the DRIP Agent will use the have effect for the distribution associated with that unused part, if any, of the distributable cash otherwise record date, and if not so received will have effect for payable to DRIP Participants to purchase DRIP Units the next following distribution. from the Filer at the higher of (i) the net asset value of the Filer per Trust Unit as at that distribution date; and AND WHEREAS pursuant to the System, this MRRS (ii) the Market Price per Trust Unit (less applicable Decision Document evidences the decision of each Decision commissions and brokerage charges on a per Trust Maker (collectively, the "Decision"); Unit basis) less 5%.

AND WHEREAS each of the Decision Makers is 13. If the Market Price equals or is greater than the net satisfied that the test contained in the Legislation that provides

asset value of the Filer per Trust Unit on the relevant the Decision Maker with the jurisdiction to make the Decision distribution date, the DRIP Agent will apply the has been met; distributable cash otherwise payable to DRIP Participants to purchase DRIP Units from the Filer THE DECISION of the Decision Makers pursuant to the through the issue of new Trust Units at the higher of (i) Legislation is that: the net asset value of the Filer per Trust Unit on the relevant distribution date; and (ii) the Market Price per 1. the Registration and Prospectus Requirements Trust Unit (less applicable commissions and brokerage contained in the Legislation shall not apply to charges on a per Trust Unit basis) less 5%. distributions by the Filer of DRIP Units, provided that:

14. The DRIP Agent will be purchasing DRIP Units only in (a) no sales charge is payable in respect of the accordance with the mechanism described in the DRIP distributions; and, accordingly, there is no opportunity for a DRIP Participant or the DRIP Agent to speculate on changes (b) each participant in the DRIP annually receives a in the net asset value per Trust Unit. notice of his or her right to withdraw from the

DRIP; 15. The Filer will invest in the Assets with the objective of

providing Unitholciers with a high level of sustainable (c) at the time of such distributions, the Filer is a income as well as a cost-effective method of reducing reporting issuer or the equivalent thereof under the risk of investing in such securities. Accordingly, the the relevant Legislation; and net asset value per Trust Unit should be less volatile than that of a typical equity fund, and the potential for (d) the first trade in DRIP Units acquired by DRIP significant changes in the net asset value perTrust Unit Participants pursuant to this Decision shall be over short periods of time is moderate. deemed a distribution or a primary distribution to

the public unless: 16. The amount of distributions that may be reinvested in

DRIP Units issued from treasury is small relative to the (i) the disclosure of such distribution of Unitholders' equity in the Filer. In addition, if the Market DRIP Units is made to the relevant Price of the Trust Units exceeds the net asset value per Jurisdictions, as may be required under Trust Unit at the relevant distribution date, the the Legislation; acquisition price of such Trust Units will be the greater of the net asset value per Trust Unit and 95% of the (ii) no unusual effort is made to prepare the, Market Price per Trust Unit (less applicable market or to create a demand for the commissions and brokerage charges on a per Trust DRIP Units; Unit basis) at the relevant distribution date. Accordingly, the potential for dilution arising from the (iii) no extraordinary commission or issuance of Trust Units by the Filer at the net asset consideration is paid to a person or

January 5, 2001 (2001) 24 OSCB 69


company other than the vendor of the DRIP Units in respect of the trade;

(iv) the Filer is a reporting issuer or the equivalent thereof under the relevant Legislation at the time of the first trade;

(v) prior to September 28, 2001 (the date on which the Filer will have been a reporting issuer or the equivalent thereof for 12 months), the aggregate number of DRIP Units issued shall not exceed 2% of the aggregate number of Trust Units then outstanding;

(vi) the vendor of the DRIP Units, if in a special relationship (as such term may be defined in the Legislation) with the Filer, has no reasonable grounds to believe that the Filer is in default of any requirement of the Legislation; and

(vii) in all Jurisdictions other than Quebec, the trade of the DRIP Units is not from the holdings of a person or company or a combination of persons or companies holding a sufficient number of any securities of the Filer so as to affect materially the control of the Filer or more than 20% of the outstanding voting securities of the Filer except where there is evidence showing that the holdings of those securities does not affect materially the control of the Filer;

the reporting requirements under the Legislation with respect to clause 1(d)(i) above shall be satisfied provided that the particulars of the date of the distribution of such DRIP Units, the number of such DRIP Units and the purchase price paid or to be paid for such DRIP Units has been disclosed to the relevant Jurisdictions in:

(a) an information circular or take-over bid circular filed in accordance with the Legislation; or

(b) a letter filed with the Decision Maker in the appropriate Jurisdiction by a person or company certifying that the person or company has knowledge of the facts contained in the letter

when the Filer distributes such DRIP Units for the first time and not less frequently than annually thereafter unless the aggregate number of DRIP Units so traded in any month exceeds 1% of the Trust Units outstanding at the beginning of a month in which the DRIP Units were traded, in which case a separate report shall be filed in each relevant Jurisdiction (other than Quebec) in respect of that month within ten days of the end of such month.

2.1.5 CMP'2000 II Limited Resource Partnership - MRRS Decision

'Headnote

Issuer exempted from interim financial reporting requirements for first and third quarter of each financial year. Exemption terminates upon the occurrence of a material change in the business affairs of the Issuer unless the Decision Makers is satisfied that the exemption should continue.

Applicable Ontario Statutory Provisions

Securities Act, R.S.O. 1990, c.S.5, as amended, ss. 6(3), s.77(1), 79, 80(b)(iii).

IN THE MATTER OF THE SECURITIES LEGISLATION OF BRITISH COLUMBIA, ALBERTA, ONTARIO, NOVA

SCOTIA AND NEWFOUNDLAND

AND

IN THE MATTER OF THE MUTUAL RELIANCE REVIEW SYSTEM FOR

EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF CMP 2000 Il RESOURCE LIMITED PARTNERSHIP


WHEREAS the securities regulatory authority or regulator (the "Decision Maker") in each of the Provinces of British Columbia, Alberta, Ontario, Nova Scotia and Newfoundland (the "Jurisdictions") has received the application of CMP 2000 II Resource Limited Partnership (the "Partnership") for a decision pursuant to the securities legislation (the "Legislation") of the Jurisdictions exempting the Partnership from the requirements of the Legislation to file with the Decision Makers and send to its securityholders (the "Limited Partners") interim financial statements for the first and third quarters of each financial year of the Partnership;

AND WHEREAS pursuant to the Mutual Reliance Review System for Exemptive Relief Applications (the "System"), the Ontario Securities Commission is the principal regulator for such application;

AND WHEREAS the Partnership has represented to the Decision Makers that:

1... The Partnership is a limited partnership formed pursuant to the Limited Partnerships Act (Ontario) by declaration of partnership filed on September 26, 2000.

December 28 1h, 2000 2. On October 31, 2.000 the Decision Makers issued a receipt for a prospectus (the "Prospectus") dated October 31, 2000 of the Partnership with respect to the

"Howard I. Wetston" "J.A. Geller" offering of units of the Partnership (collectively "Partnership Units").

January 5, 2001 (2001) 24 OSCB 70


3. The Partnership was formed for the purpose of investing the proceeds from the issue and sale of the Partnership Units primarily in flow-through shares of corporations that represent to the Partnership that they are principal business corporations as defined in the Income Tax Act (Canada) and that they intend to incur Canadian Exploration Expense.

4. The Partnership Units have not been and will not be listed for trading on a stock exchange.

On or about January 16, 2002, or as soon as substantially all statutory resale restrictions on the Partnership's investments have expired, the Partnership will be liquidated and the Limited Partners will receive their pro rata share of the net assets of the Partnership, it being the current intention of the general partner of the Partnership to propose prior to such dissolution that the Partnership enter into an agreement with Dynamic CMP Fund Ltd. (the "Mutual Fund"), an open end mutual fund, whereby the assets of the Partnership would be exchanged for shares of the Mutual Fund and upon such dissolution, Limited Partners would then receive their pro rata share of the shares of the Mutual Fund.

6. Unless a material change takes place in the business and affairs of the Partnership, the Limited Partners will obtain adequate financial information concerning the Partnership from the semi-annual financial statements and the annual report containing audited financial statements of the Partnership together with the auditors' report thereon distributed to Limited Partners.

Given the limited range of business activities to be conducted by the Partnership and the nature of the investment of the Limited Partners in the Partnership, the provision by the Partnership of interim financial statements in respect of the first and third quarters of each financial year of the Partnership will not be of significant benefit to the Limited Partners and may impose a material financial burden on the Partnership.

Each of the purchasers of Partnership Units will consent to" the exemption requested herein by executing the subscription and power of attorney form in respect of their purchase of Partnership Units.

9. It is disclosed in the Prospectus that Dynamic CMP Funds II Management Inc., as general partner of the Partnership, will apply for the relief granted herein.



• THE DECISION of the Decision Makers under the Legislation is that:

1. The Partnership is exempted from the requirement to file with the Decision Makers

interim financial statements for the first and third quarters of each financial year of the Partnership; and

2. The Partnership is exempted from the requirement to send to the Limited Partners interim financial statements for the first and third quarters of each financial year of the Partnership,

provided that these exemptions shall terminate upon the occurrence of a material change in the affairs of the Partnership unless the Partnership satisfies the Decision Makers that the exemptions should continue, which satisfaction shall be evidenced in writing.

December 26th, 2000.

"Howard I. Wetston"

"J. A. Geller"

January 5, 2001 - • (2001) 24 OSCB 71


2.1.6 SNC-Lavalin Group Inc. et al. - MRRS Decision

Headnote

Issuer is a connected issuer, but not a related issuer, in respect of registrants that are underwriters in proposed distribution of securities by the issuer - Underwriters exempt from the independent underwriter requirement in the legislation provided that issuer not in financial difficulty

Regulations Cited

Regulation made under the Securities Act, R.R.O. 1990, Reg. 1015, as am., ss. 219(1), 224(1)(b) and 233.

Rules Cited

Proposed Multi-Jurisdictional Instrument 33-105 Underwriting Conflicts (1998), 21 OSCB 788.


OF THE PROVINCES OF BRITISH COLUMBIA, ALBERTA, ONTARIO,

QUÉBEC AND NEWFOUNDLAND AND



IN THE MATTER OF RBC DOMINION SECURITIES INC., BMO NESBITT

BURNS LTD., SCOTIA CAPITAL INC., NATIONAL BANK \ FINANCIAL INC.

AND SNC-LAVALIN GROUP INC.


WHEREAS the local securities regulatory authority or regulator (a "Decision Maker") in each of the Provinces of British Columbia, Alberta, Ontario, Québec, and Newfoundland (the "Jurisdictions") has received an application from RBC Dominion Securities Inc. ('RBCDS"), BMO Nesbitt Burns Ltd., Scotia Capital Inc. and National Bank Financial Inc. (collectively the "Filer") for a decision under the securities legislation of the Jurisdictions (the "Legislation") that the requirement contained in the Legislation regarding acting as an underwriter in connection with a distribution of securities of a connected issuer or the equivalent shall not apply to RBC Dominion Securities Inc., -BMO Nesbitt Burns Ltd., Scotia Capital Inc. and National Bank Financial Inc. with respect to the proposed offering of unsecured debentures due in September 2010 by SNC-LavalinGroup Inc.

AND WHEREAS under the Mutual Reliance Review System for Exemptive Relief Applications (the "System"), the Commission des valeurs mobiliéres du Québec is the principal regulator for this application:


SNC-Lavalin Group Inc. (the "Issuer") wasincorporated pursuant to the Canada Business Corporations Act dn May 18, 1967. The Issuer's head office is located at 455 René Levesque Blvd. West, Montreal, Québec HZ2 1Z3.

2. The Issuer is a reporting issuer in all provinces of Canada. The Issuer's outstanding Common Shares are listed on The Toronto Stock Exchange.

3. The proposed Offering will consist in unsecured debentures due, in September 2010. The credit rating given to the debentures by approved credit rating agencies is favourable (BBB (high) for CBRS Inc. and BBB for DBRS.

4. The Issuer will enter into an Underwriting Agreement with RBCDS, BMO Nesbitt Buns Ltd., Scotia Capital Inc. and National Bank Financial Inc. (collectively the "Underwriters") in connection with the Offering.

5. The Issuer will file a Short-Form Preliminary Prospectus with the Commission and other similar authorities on August 23, 2000. The Offering consists in unsecured debentures due in September 2010.

6. The Underwriters, pursuant to the Underwriting Agreement, will hold the totality of the Offering. None of the Underwriters will be independent, as such term is defined in the Legislation.

7. The Issuer has entered into a Master Credit Agreement with various financial institutions, including the Canadian chartered banks (the "Banks") which are affiliates of RBCDS, BMO Nesbitt Burns Ltd., Scotia Capital Inc. and National Bank Financial Inc. The Banks are not part of a banking syndicate. As of August 18, 2000, from the amount granted to SNC Lavalin Group Inc. of 918067233$, anamountof 242 244 959 $ has been already used. In addition, the net proceeds of the Offering will not be used to reduce any indebtedness.

8. The Issuer may be considered a "connected issuer" or the equivalent to the Filer pursuant to the Legislation with RBCDS, BMO Nesbitt Buns Ltd., Scotia Capital Inc. and National Bank Financial Inc. Furthermore, the Underwriters will not comply with the proportional requirements of the Multi-Jurisdictional Instrument 33-105.

The nature of the relationship between the Issuer, the Underwriters and the Banks will be described in the Prospectus.

10. The Prospectus will contain a certificate signed by each Underwriter in accordance with Item 20 of Appendix B of National Policy 47.

11. The net proceeds of the Offering will be used for general corporate purposes and will not be used to repay the Banks.

January 5, 2001 , (2001) 24 OSCB 72


12. The Issuer is not a "related issuer" or the equivalent of any of the Underwriters for purposes of the Multi-Jurisdictional Instrument 33-105. However, by virtue of the Master Credit Agreement described above and the portion of indebtedness owed thereunder too each of the Banks, the Issuer may, in connection with the Offering be a "connected issuer" or the equivalent of the Underwriters applicants for the purposes of the Multi-Jurisdictional Instrument 33-105.

13. The decision to proceed with the Offering, including the determination of the terms of distribution, will be made through negotiation between the Issuer and the Underwriters without involvement of the Banks. The Applicants will participate as a group in such negotiations and in the due diligence process.

14. The Underwriters will not receive any benefit from the Offering other than payment of their fees.

15. The Issuer is not in financial difficulty and is not under any immediate financial pressure to undertake the Offering. The Issuer is not a "specified party" as defined in the proposed Multi-Jurisdictional Instrument 33-105.



THE DECISION of the Decision Makers under the Legislation is that the Filer is exempt from the requirements of applicable regulations in relation with the requirements contained in the Legislation regarding acting as an underwriter in connection with a distribution of securities of a connected party in respect of the Offering with the following conditions:

The Issuer shall disclose in its prospectus the information required by Appendix C of Multi-Jurisdictional Instrument 33-105.

The prospectus shall describe the relation between the Issuer and the Underwriters. The information shall appear in bold text on the face page and in the body of the prospectus.

September, 8th, 2000.

"Jean Lorrain"

2.1.7 Jawz Inc. and Jawz Aquisition Canada Corp. - MRRS Decision

Head note

Mutual Reliance Review System for Exemptive Relief Applications -relief from the registration' and prospectus requirements to facilitate an exchangeable share structure

Applicable Ontario Statutes Cited

Securities Act, R.S.O. 1990,c.S.5,as am.,ss. 25, 35, 5372(1)74(1)


OF ALBERTA AND ONTARIO

AND


AND

IN THE MATTER OF JAWZ INC. AND JAWS ACQUISITION CANADA CORP.


WHEREAS the local securities regulatory authority or regulator (the "Decision Maker") in each of Alberta and Ontario (collectively, the "Jurisdictions") has received an application from Jawz Inc. ("Jawz") and Jaws Acquisition Canada Corp. ("JACC") for a decision pursuant to the securities legislation of the Jurisdictions (the "Legislation") that the requirements under the Legislation to be registered to trade in a security (the "Registration Requirement") and to file and obtain a receipt for a preliminary prospectus and a prospectus (the "Prospectus Requirement") shall not apply to certain trades of common shares of Jawz and exchangeable shares of JACC;

2. S AND WHEREAS pursuant to the Mutual Reliance Review System for Exemptive Relief Applications (the "System"), the Alberta Securities Commission is the principal regulator for this application;

3. AND WHEREAS Jawz and JACC have represented to the Decision Makers that:

3.1 Jawz is a corporation incorporated under the laws of the State of Nevada;

3.2 the head office of Jawz is in Calgary, Alberta;

3.3 the authorized capital of Jawz includes 95,000,000 shares of common stock ("Jawz Common Stock");

January 5, 2001 (2001) 24 OSCB 73


3.4 as of October 10, 2000, there were 30,959,089 shares of Jawz Common Stock issued and outstanding;

3.5 the Jawz Common Stock is quoted for trading on the National Association of Securities Dealers Automated Quotation System ("NASDAQ");

3.6 Jawz is subject to the reporting requirements under the Securities Exchange Act of 1934 in the United States of America;

3.7 Jawz is a reporting issuer in the Jurisdictions, but has been granted relief from its reporting obligations under the Legislation on condition that it file with the Decision Makers certain continuous disclosure that it is required to file with securities regulatory authorities in the United States of America;

3.8 JACC is a corporation incorporated under the Business Corporations Act (Alberta);

3.9 the head office of JACC is located in Calgary, Alberta;

3.10 JACC is not a reporting issuer in the Jurisdictions;

3.11 no securities of JACC are listed on a stock exchange or traded over the counter in Canada or elsewhere;

3.12 the authorized capital of JACC consists of an unlimited number of common shares ("JACC Common Shares") and an unlimited number of exchangeable shares ('Exchangeable Shares");

3.13 as of October 30, 2000, there were 100 JACC Common Shares issued and outstanding;

3.14 all of the issued and outstanding JACC Common Shares are owned by Jawz;

3.15 as of October 30, 2000, there were 4,825,874 Exchangeable Shares issued and outstanding;

3.16 on July 31, 2000, JACC issued 1,731,932 Exchangeable Shares to the former common shareholders of Pace Systems Group Inc. in exchange for an equal number of exchangeable shares of Jaws Acquisition Corp. ("JAC"), a subsidiary of Jawz, held by them (the "Pace Transaction");

3.17 the Pace Transaction was completed by means of a reorganization involving Jawz, JACC, JAC and the former common shareholders of Pace Systems Group Inc.;

3.18 on August 15, 2000, JACC issued 1,548,838 Exchangeable Shares to the shareholders of 4Comm.com Inc. ("4Comm") in exchange forthe shares of 4Comm held by them (the "4Comm Transaction"):

3.19 on August 15, 2000, JACC issued 389,104 Exchangeable Shares to the shareholders of General Network Services Inc. ("GNS") in exchange for the shares of GNS held by them (the "GNS Transaction");

3.20 on August 22, 2000, JACC issued 1,120,000 Exchangeable Shares to the shareholders of Betach Systems Inc. and Betach Advanced Solutions Inc. (collectively, 'Betach") in exchange for the shares of Betach held by them (the "Betach Transaction");

3.21 each of 4Comm, GNS and Betach are private issuers or private companies as defined in the Legislation;

3.22 4Comm, GNS and Betach are not reporting issuers under the Legislation;

3.23 no securities of 4Comm, GNS and Betach are listed on a stock exchange or traded over the counter in Canada or elsewhere;

3.24 Jawz and JACC were able to rely on exemptions from the take-over bid requirements contained in the Legislation to complete the 4Comm Transaction, the GNS Transaction and the Betach Transaction;

3.25 under the terms of the Exchangeable Shares and certain rights granted in connection with the Pace Transaction, the 4Comm Transaction, the GNS Transaction and the Betach Transaction, holders of Exchangeable Shares may exchange them for Jawz Common Stock on a one for one basis;

3.26 under the terms of the Exchangeable Shares and certain rights granted in connection with the Pace Transaction, the 4Comm Transaction, the GNS Transaction and the Betach Transaction, Jawz or JACC may acquire or redeem Exchangeable Shares in exchange for Jawz Common Stock in certain circumstances;

3.27 in order to ensure that the Exchangeable Shares remain the economic equivalent of Jawz Common Stock prior to their exchange, the Pace Transaction, the 4Common Transaction, the GNS Transaction and the Betach Transaction provided for:

3.27.1 a support agreement between Jawz and JACC which, among other things, restricts Jawz from declaring or paying dividends on Jawz Common Stock unless equivalent dividends are declared and paid on the Exchangeable Shares and from subdividing, consolidating or reclassifying Jawz Common Stock unless economically equivalent changes are made to the Exchangeable Shares;

January 5, 2001 (2001) 24 OSCB74


3.27.2 an exchange trust agreement between Jawz and Computershare Investor Services Inc. (the "Depository") which, among other things, granted to the Depository, for the benefit of holders of Exchangeable Shares, the right to require Jawz to indirectly exchange the Exchangeable Shares for Jawz Common Stock upon the occurrence of certain specified events (the "Exchange Rights");

3.27.3 the deposit by Jawz of a special voting share (the "Voting Share") with the Depositary which effectively provides holders of Exchangeable Shares with voting rights equivalent to those attached to Jawz Common Stock;

3.28 the following trades or distributions occurred in connection with the Pace Transaction, the 4Comm Transaction, the GNS Transaction and the Betach Transaction (collectively, the "Transaction Trades):

3.28.1 the issuance by JACC of Exchangeable Shares to the former common shareholders of Pace in exchange for the exchangeable shares of JAC held by them;

3.28.2 the issuance by JACC of Exchangeable Shares to the shareholders of 4Comm, GNS and Betach in exchange for the shares of 4Comm, ONS and Betach held by them;

3.28.3 the transfer by the former shareholders of Pace of the exchangeable shares of JAC held by them to JACC;

3.28.4 the transfer by the shareholders of 4Comm, GNS and Betach of the shares in 4Comm, GNS and Betach held by them to JACC;

3.28.5 the grant by Jawz of the Exchange Rights to the Depository;

3.28.6 the issuance by Jawz of the Voting Share to the Depositary;

3.28.7 the grant by holders of Exchangeable Shares to Jawz of certain rights to purchase Exchangeable Shares for Jawz Common Stock (the "Call Rights"); and

• 3.28.8 the grant by Jawz to the holders of Exchangeable Shares of certain rights to require Jawz to purchase Exchangeable

• Shares for Jawz Common Stock (the Put Rights");

-3.29 Jawz, JACC and the holders of the Exchangeable Shares were able to rely on exemptions from the Registration Requirement

and the Prospectus Requirement contained in the Legislation to conduct the Transaction Trades;

3.30 the following trades or distributions may occur under the terms of the Exchangeable Shares or upon the exercise of the Exchange Rights, the Call Rights or the Put Rights (collectively, the "Exchange Trades"):

3.30.1 the issuance by Jawz and delivery by JACC of Jawz Common Stock to holders of Exchangeable Shares upon the exercise of the Exchange Rights;

3.30.2 the issuance by Jawz of Jawz Common Stock to holders of Exchangeable Shares upon the exercise of the Call Rights or Put Rights;

3.30.3 the issuance by Jawz and delivery by JACC of Jawz Common Stock to holders of Exchangeable Shares upon the exchange or redemption of the Exchangeable Shares under their terms; and

3.30.4 the transfer of Exchangeable Shares by the holders thereof to Jawz or JACC in connection with the exercise of the Exchange Rights, the Call Rights or the Put Rights or upon the exchange or redemption of the Exchangeable Shares under their terms;

3.31 to date, none of the Exchangeable Shares have been exchanged by their holders or been acquired or redeemed by Jawz or JACC;

3.32 Jàwz, JACC and the holders of the Exchangeable Shares are not able to rely on any exemptions from the Registration Requirement and the Prospectus Requirement contained in the Legislation to conduct the Exchange Trades;

3.33 Jawz concurrently sends to holders of Exchangeable Shares resident in the Jurisdictions all disclosure material it sends to holders of Jawz Common Stock in general;

4. AND WHEREAS under the System, this MRRS Decision Document evidences the decision of each Decision Maker (collectively, the "Decision");

5. AND WHEREAS each of the Decision Makers is satisfied that the test contained in the Legislation that provides the Decision Maker with the jurisdiction to make the Decision has been met;

6. THE DECISION of the Decision Makers is that the Registration Requirement and the Prospectus Requirement shall not apply to the Exchange Trades;

THE FURTHER DECISION of the Decision Makers is that the first tade of Jawz Common Stock acquired in

January 5,2001 • •. • ••.. •' : ..- . - •

(2001)24 OSCB 75


connection with an Exchange Trade shall be deemed to be a distribution underthe Legislation of the Jurisdiction in which the trade takes place (the 'Applicable Jurisdiction") unless:

7.1 at the time the trade occurs, Jawz is a reporting issuer under the Legislation of the Applicable Jurisdiction and has been a reporting issuer under the Legislation of the Applicable Jurisdiction for a period of twelve months;

7.2 if the seller is in a special relationship with Jawz, as defined in the Legislation of the Applicable Jurisdiction, the seller has no reasonable grounds to believe that Jawz is in default of any requirement of the Legislation of the Applicable Jurisdiction;

7.3 no unusual effort is made to prepare the market or to create a demand for the Jawz Common Stock and no extraordinary commission or consideration is paid in respect of the trade; and

7.4 the trade is not a trade from the holdings of any person, company or combination of persons or companies that holds a sufficient number of securities of Jawz or an affiliate of Jawz to affect materially the control of Jawz or holds more than 20 percent of the outstanding voting securities of Jawz in the absence of evidence showing that the holding of those securities does not affect materially the control of Jawz.

DATED at Edmonton, Alberta this 5' day of December, 2000.

original signed by

"Eric T. Spirk", Vice-Chair "Thomas G. Cooke", Q.C., Member

2.1.8 Power Corporation of Canada - MRRS Decision

Headnote

Mutua Reliance Review System for Exemptive Relief Applications - relief for officers and directors of reporting issuer and its subsidiaries from the insiders reporting requirements with respect to the acquisition of securities under an automatic share purchase plan, subject to certain conditions including annual reporting.

Statutes Cited

Securities Act, R.S.O. 1990, c.S.5, as am. ss.1(1), 107, 108, 121 (2)(a)(iii).

Instruments Cited

Proposed National Instrument 55-101-101 - Exemption From Certain Insider Reporting Requirements (2000), 23 OSCB 4221.

IN THE MATTER OF THE SECURITIES LEGISLATION OF ONTARIO,

ALBERTA AND BRITISH COLUMBIA

AND

IN THE MATTER OF THE MUTUAL RELIANCE REVIEW SYSTEM FOR EXEMPTIVE RELIEF APPLICATION

AND

IN THE MATTER OF POWER CORPORATION OF CANADA


WHEREAS the Canadian securities regulatory authority or regulator (the "Decision Maker") in each of Ontario, Alberta and British Columbia (the "Jurisdictions") has received an application on behalf of Power Corporation of Canada (the "Applicant") for a decision pursuant to the securities legislation of the Jurisdictions (the "Legislation") that the requirement contained in the Legislation for an insider of a reporting issuer to file insider reports (the "Insider Reporting Requirement") shall not apply to certain insiders of the Applicant with respect to their acquisition of subordinate voting shares of the Applicant (the "Subordinate Voting Shares") under the Applicant's Employee Share Purchase Program (the "Program") subject to certain conditions;


AND WHEREAS the Applicant has represented to the Decision Makers that:

The Applicant is incorporated pursuant to the laws of Canada and is a diversified management and holding corporation.

January 5, 2001 (2001) 24 OSCB 76


The authorized capital of the Applicant consists of an unlimited number of Cumulative Redeemable First Preferred Shares, 1986 Series, 6,000,000 Series A First Preferred Shares, an unlimited number of Participating Preferred Shares and an unlimited number of Subordinate Voting Shares. At December 31, 1999 approximately 1,299,878 Cumulative Redeemable First Preferred Shares, 1986 Series, 6,000,000 Series A First Preferred Shares, 24,427,386 Participating Preferred Shares and 196,516,872 Subordinate Voting Shares were issued and outstanding.

3. The Applicant is a reporting issuer in each of the Jurisdictions and is not in default 'of any of the requirements of the Legislation. The Subordinate Voting Shares of the Applicant are listed and posted for trading on The Toronto Stock Exchange.

4. Subject to certain limitations, participants in the Program may contribute a percentage of their regular pay to - the Program through automatic payroll deductions and through an annual lump sum payment. The Applicant (or a participating subsidiary) provides a matching contribution to the Program equal to either 50% or 100% of the participating employee's contribution up to a specified maximum per calendar year. Under the terms of the Program, contributions are to be deposited with the trustee under the Program and used to acquire Subordinate Voting Shares.

5. The Program is an employee share purchase plan under which the timing of the share acquisitions, the number of shares purchased, and the price paid for the shares are established by procedures under the Program. The Program is an "automatic securities purchase plan" as such term is defined in proposed National Instrument 55-101 - Exemption From Certain Insider Reporting Requirements (2000), 23 OSCB 4221 ("NI 55-101") which has a "lump sum provision" as defined in that proposed instrument.

6. Acquisitions of Subordinate Voting Shares under the Program are made by an independent administrator in the open market.

7. Acquisitions of Subordinate Voting Shares under the Program are reported to participants in the Program quarterly, or on such other periodic basis as the Applicant may decide.

AND .WHEREAS under the System, this MRRS Decision Document evidences the decision of each Decision Maker (collectively, the "Decision"):

AND WHEREAS each of the Decision Makers is satisfied that the test contained in the Legislation that provides the Decision Maker with the jurisdiction to make the Decision has been met:

THE DECISION of the Decision Makers under the Legislation is that-the Insider Reporting Requirement shall not apply to an insider of the Applicant with respect to acquisitions of Subordinate Voting Shares of the Applicant pursuant to the Program provided that:

The Subordinate Voting Shares are not acquired with a payment made under the lump sum provision of the Program:

The insider files a report disclosing , in the form prescribed under the Insider Reporting Requirement, all acquisitions of Subordinate Voting Share under the Program that have not previously been reported by or on behalf of the insider:

if any shares acquired under the Program during a calendar year are disposed of or transferred during the calendar year, within the time required by the Legislation for reporting the disposition or transfer: and

b. if any shares acquired under the Program, either during a calendar year or following the last disposition or transfer in a calendar year, are not disposed of or transferred, within 90 days of the end of the calendar year:

3. The insider does not beneficially own, directly or indirectly, voting securities of the Applicant, or exercise control or direction over voting securities of the Applicant, or a combination of both, that carry more than 10 per cent of the voting rights attaching to all outstanding voting securities of the Applicant: and

The Subordinate Voting Shares are acquired prior to the date that NI 55-101 comes into effect.

December 21st, 2000.

"Margo Paul" Manager, Corperate Finance

January 5, 2001 (2001) 24 OSCB 77


2.1.9 Acanthus Real Estate Corporation - MRRS Decision

Headnote

Mutual Reliance Review System for Exemptive Relief Applications - Issuer has only one security holder - issuer deemed to have ceased being a reporting issuer.


Securities Act, R.S.O. 1990, c.S.5, as am. s. 83.


OF BRITISH COLUMBIA, ALBERTA, SASKATCHEWAN, ONTARIO, QUEBEC, NOVA SCOTIA

AND NEWFOUNDLAND

AND



AND

IN THE MATER OF ACANTHUS REAL ESTATE CORPORATION


WHEREAS the local securities regulatory authority or regulator (the "Decision Maker') in each of British Columbia, Alberta, Saskatchewan, Ontario, Quebec, Nova Scotia and Newfoundland (each a "Jurisdiction', collectively, the "Jurisdictions") has received an application from Acanthus Real Estate Corporation (the "Filer") for a decision under the securities legislation of the Jurisdictions (the "Legislation") that the Filer be deemed to have ceased to be a reporting issuer, or the equivalent thereof, under the Legislation;



The Filer is a corporation governed under the laws of Canada. The Filer was originally formed under the Business Corporations Act (Ontario) on June 17, 1996, under the name 1184143 Ontario Limited, and changed its name to Acanthus Real Estate Corporation on July 8, 1997. On October 2, 1997, the Filer was continued under the Canada Business Corpora tionsAct (the "CBCA").

2. The Filer's head office and principal place of business is located in Toronto, Ontario.

3. The Filer is a reporting issuer or the equivalent in each of the Jurisdictions and is not in default of any of the requirements of the Legislation.

4. As a result of a take-over bid and the subsequent compulsory acquisition procedures under the CBCA, Acadim Inc. became the Filer's sole security holder.

The common shares of the Filer have been delisted from The Toronto Stock Exchange and no securities of the Filer are listed or quoted on any exchange or market.

The Filer has no securities, including debt securities, outstanding other than the common shares.

The Filer does not intend to seek public financing by way of an offering of its securities.


AND WHEREAS each of the Decision Makers is satisfied that the test contained in the Legislation that provides the Decision Maker with the jurisdiction to make the Decision has been met.

THE DECISION of the Decision Makers under the Legislation is that the Filer is deemed to have ceased to be a reporting issuer, or the equivalent thereof, under the Legislation.

November 29th, 2000.

"John Hughes" Manager, Continuous Disclosure

January 5, 2001 (2001) 24 OSCB 78


2.1.10 Esylvan Inc. - MRRS Decision

Headnote

MRRS -. relief granted from registration and prospectus requirements for distribution by issuer to franchisees of parent company of issuer- franchisees provided with SEC registration statement and paid $0.35 per share by issuer - franchisees required to enter into participation agreement with parent company of issuer - agreement negotiated by franchisee's owner's association - also deminimus distribution in Canada.


Securities Act, R.S.O. 1990, c.S.5, as am., ss. 25, 35 (1) 19, 53, 72(1)(n), 73(1)(a), 74(1).

Rules Cited

45-503 - Trades to Employees, Executives and Consultants.

IN THE MATTER OF THE SECURITIES LEGISLATION OF BRITISH COLUMBIA, ALBERTA, MANITOBA, ONTARIO,

NOVA SCOTIA AND NEWFOUNDLAND

AND



AND

IN THE MATTER OF ESYLVAN, INC.


WHEREAS the local securities regulatory authority or regulator (the "Decision Maker") in each of British Columbia, Alberta, Manitoba, Ontario, Nova Scotia and Newfoundland (collectively, the "Jurisdictions") has received an application from eSylvan, Inc. (the "Applicant") for a decision under the securities legislation of the Jurisdictions (the "Legislation") exempting the Applicant from:

The registration and prospectus requirements of the Legislation in each of the Jurisdictions in connection with the proposed offering (the "Offering") by the Applicant of up to 172, 045 shares of ClassA convertible common stock (the "Class A Shares") to Canadian franchisees of its affiliated company, Sylvan Learning Systems, Inc. ("Sylvan") (the "Offering Requirements").

2. The registration and prospectus requirements of the Legislation in the provinces of British Columbia and Manitoba in connection with the automatic conversion of Class A Shares into common shares of the Applicant upon the occurrence of certain events (the "Conversion Requirements").

The prospectus requirements of the Legislation in the provinces of Nova Scotia and Newfoundland in connection with the resale of common shares of the Applicant received upon automatic conversion of Class A Shares (the 'Resale Requirements").

AND WHEREAS under the Mutual Reliance Review System for Exemptive Relief Applications (the "System"), the Ontario Securities Commission is the principal regulator for this application;

AND WHEREAS the Applicant has represented to the Decision Makers that:

eSylvan, Inc.

1. The Applicant was incorporated under the laws of Maryland on February 3, 2000 and is a majority-owned subsidiary of Sylvan.

2. The Applicant was founded by Sylvan to deliver individualized supplemental education to families and children through a variety of internet applications. The Applicant plans to pursue this goal by establishing a website, developing or acquiring appropriate technology for the delivery of educational services over the Internet and then enrolling students.

3. The Applicant is not, and has no current intention of becoming, a reporting issuer (or the equivalent) in any of the Jurisdictions.

4. The authorized capital of the Applicant consists of 70 million common shares (the "Common Shares"), 10 million Class A Shares and 20 million Series A preferred shares (the "Preferred Shares"), of which 14 million Common Shares, no Class A Shares and no Preferred Shares were outstanding as of the close of business on July 28, 2000.

5. 97.96% of the outstanding Common Shares are held by Sylvan Ventures, LLC ("Ventures"), a majority-owned subsidiary of Sylvan.

6. On June 30, 2000, the Applicant entered into an agreement with Ventures pursuant to which the Applicant has agreed to issue to Ventures an aggregate of 10,526,316 Preferred Shares in six separate closings beginning on September 30, 2000 and ending on December 31, 2001 for an aggregate purchase price of US$20 million.

7. None of the securities of the Applicant is listed on any stock exchange or quotation system. The Applicant has no current plans to list any of its securities On any stock exchange or quotation system.

Sylvan

8. Sylvan, a company incorporated under the laws of Maryland, provides a variety of educational services to families and schools.

9. The common shares of Sylvan are traded on the Nasdaq National Market. Sylvan Learning Centers, one

January 5, 2001 (2001) 24 OSCB 79


of Sylvan's business segments, designs and delivers Association, Inc. ("FOA"). FOA was chartered by individualized tutorial programs to school age children Franchisees to share information, represent the views through franchised and company-owned centres. of Franchisees to Sylvan's management and to

participate with Sylvan in the management of critical resources. Membership in FOA is open to all

10. Sylvan currently has approximately 751 franchised Franchisees and a majority of Franchisees are currently centres and approximately 81 company-owned centres members. The board of directors of FOA is composed worldwide. As of July 28,2000,45 franchisees resident of up to ten FOA members representing its member in Canada (the "Canadian Franchisees") operated Franchisees in four regions in the United States and franchised centres. one region in Canada.

11. The initial cost to open a typical franchised Sylvan 15. Neither the Applicant nor its affiliates will receive any Learning Center ranges from approximately proceeds in connection with the Offering. Each US$150,000 to US$200,000, including the franchise Franchisee who chooses to participate (1) will be licence fee, furniture, equipment and an initial supply of required to enter into a subscription agreement with the certain items required under the franchise agreement. Applicant irrevocably agreeing to participate in the Franchisees pay an annual royalty to Sylvan of 8% or Offering; (2) will be required to enter into a participation 9% of gross revenues, depending on the number of agreement with Sylvan (the "Participation Agreement"), school age children in the geographic territory covered a copy of the form of which is included as Annex B to by the franchise agreement. the Amended Registration Statement; and (3) will be

issued the number of Class A Shares offered to such 12. Sylvan provides a variety of services to its franchisees, franchisee and paid an amount in cash equal to

including initial intensive training in Sylvan Learning US$0.35 multiplied by such number of Class A Shares. Center operations and Sylvan's educational programs, annual training and conferences, regional meetings and video training via satellite television. Sylvan also 16. By executing the Participation Agreement, a Franchisee employs field operations managers that provide will be making an irrevocable offer to participate in the assistance to franchisees in technology business of the Applicant on the terms and conditions implementation, business development, marketing, set forth therein. Under the terms of the Participation education and operations. These employees, also Agreement, each participating Franchisee will facilitate regular communications between franchisees represent, warrant, acknowledge and agree, among and Sylvan. other things, as follows:

The Offering (a) to adhere to Sylvan's reasonable directives concerning promotion of the Applicant's

13. The Offering is being made only to franchisees and business, including displaying posters or other potential franchisees of Sylvan (collectively, the promotional materials at the Franchisee's centre "Franchisees"). Up to 2,850,000 Class A Shares and that promote the Applicant's business; up to 150,000 Class A Shares are being offered with respect to franchise licence agreements or area (b) the Applicant's business is separate and distinct development agreement territories located in the United from Sylvan and the rights granted to the States and Canada, respectively. A maximum of Franchisee as licencee under its franchise 172,045 Class A Shares are being offered to Canadian licence agreement or potential licencee under its Franchisees. In the United States, the Class A Shares area development agreement with Sylvan; are being registered with the Securities and Exchange Commission (the "SEC") on Form S-i. The initial (c) nothing in the Franchisee's franchise licence registration statement relating to the Offering was filed agreement or area development agreement with with the SEC on July 28, 2000 and an amended Sylvan or the relationship created thereby registration statement (the "Amended Registration prevents or restricts Sylvan from establishing the Statement") was filed with the SEC on September 27, Applicant's business, seeking independent 2000. investors in such business, licensing to the

Applicant the right to use Sylvan proprietary 14. Each Franchisee is being offered a specific number of rights, including all Sylvan trademarks, service

Class A Shares, based on a formula which takes into marks, copyrighted materials, know how, consideration the student age population in the territory . programs, systems, teaching techniques, covered by the Franchisee's licence agreement(s) (or diagnostic tests and academic and prescriptive area development agreement(s) in the case of a educational courses or programs for the potential franchisee). This formula and the other terms ' Applicant to use in developing its business; and by which the Franchisees may participate in the Offering, including the terms of the subscription (d) the Franchisee shall not assert any claim it may agreement to be used in connection with the Offering now or in the future have against Sylvan or the and the Participation Agreement (defined below), were Applicant with respect to the establishment or determined through more than nine months of development of the Applicant's business or the negotiations between representatives of the Applicant . offering of the Applicant's products and services and the board of directors of Sylvan Franchise Owners to the public in accordance with the Participation

January 5, 2001 (2001) 24 OSCB 80


Agreement and the Applicant's agreements with Sylvan.

17. A copy of the prospectus filed with the SEC in connection with the Offering will be provided to the Canadian Franchisees and continuous disclosure documents filed with the SEC in compliance with United States securities laws will be provided to Canadian Franchisees who choose to participate in the Offering concurrently with the provision of such documents to shareholders in the United States. . Canadian Franchisees will also be provided with a notice advising that the Canadian Franchisees will not have rights against the Applicant under the Legislation and, as a result, must rely on other remedies which may be available, including common law rights of action for damages or rescission or rights of action under the civil liability provisions of U.S. federal securities laws.

18. The Applicant's U.S. counsel has advised it that, assuming delivery of the prospectus filed with the SEC in connection with the Offering, in an action properly brought in a United States federal or state court of competent jurisdiction against the Applicant by a Canadian Franchisee who purchases Class A Shares in the Offering, such a purchaser of Class A Shares should be entitled to the benefits provided by Sections 11 and 12 of the United States Securities Act of 1933.

19. The Canadian Franchisees are under no obligation to participate in the Offering and have not been and will not be induced to participate by expectation of existing or future status as a franchisee of Sylvan.

Class A Shares

20. The Applicant's charter contains the following provisions with respect to the Class A Shares:

(a) The Class A Shares convert into Common Shares in certain circumstances, including certain public offerings of the capital stock of the Applicant, certain change of control transactions involving the Applicant and upon the listing of shares of the Applicant on the New York Stock Exchange, the American Stock Exchange or the NASDAQ National Market.

(b) A holder's Class A Shares are redeemable at the option of the Applicant upon the occurrence of certain events, including the death or dissolution of the holder, any transfer of such Class A Shares to any party other than the Applicant and the termination or transfer by the Franchisee of the applicable franchise agreement or area development agreement.

(c) Any transfer of Class A Shares to any party other than the Applicant will be null and void except that transfer is permitted upon (1) the death of a holder of Class A Shares, in which case such deceased holder's Class A Shares may be transferred to a member of the deceased holder's immediate family who becomes a party to such. holder's franchise

liôence agreement or area development agreement, as applicable and (2) the transfer of a franchise licence agreement or area development agreement to a third party (each of (1) and (2) a "Third Party. Transfer'), in which case the transferor's Class A Shares may be transferred to the transferee of the franchise licence agreement or area development agreement, as applicable. The restrictions on the transferability of Class A Shares will terminate on September 30, 2010 or earlier upon the occurrence of certain events, including the cessation of the Applicant's business and the bankruptcy of the Applicant.


AND WHEREAS each Decision Maker is satisfied that the tests contained in the Legislation that provide such Decision Maker with the jurisdiction to make the Decision have been met;

THE DECISION of the Decision Makers under the Legislation is that the Offering Requirements, the Conversion Requirements, and the Resale Requirements shall not apply to the Applicant provided that:

a copy of the prospectus filed with the SEC in connection with the Offering will be provided to the Canadian Franchisees;

2. the first trade in Class A Shares acquired pursuant to this Decision, other than a Third Party Transfer, shall be deemed a distribution or primary distribution to the public under the Legislation of such Jurisdiction (the "Applicable Legislation") unless:

(a) at the-time of the first trade, the Applicant is and has been a reporting issuer or the equivalent under the Applicable Legislation for the 12 months immediately preceding the trade;

(b) no unusual effort is made to prepare the market or to create a demand for the Class A Shares;

(c) no extraordinary commission or consideration is paid to a person or company in respect of the trade;

(d) if the seller of the securities is an insider or officer of the Applicant, the seller has no reasonable grounds to believe that the Applicant is in default of any requirement of the Applicable Legislation; and

(e) the first trade is not from the holdings of a person or company or a combination of persons or companies holding a sufficient number of any securities of the Applicant so as to affect materially the control of the Applicant or more than 20% of the outstanding voting securities of the Applicant, except where there is evidence showing that the holding of those

January 5, 2001 . . (2001) 24 OSCB 81

Decisions, Orders and Rulinas

securities does not affect materially the 2.1.11 Taylor Gas Liquids Fund - MRRS Decisions control of the Applicant; and

Headnote 3. the first trade in Common Shares received upon

conversion of Class A Shares acquired pursuant Mutual Reliance Review System for Exemptive Relief

to this Decision in a Jurisdiction shall be deemed Applications - application to be deemed to have ceased to be

a distribution or a primary distribution to the a reporting issuer by a trust upon conversion into a limited

public under the Legislation of such Jurisdiction partnership. (the "Applicable Legislation") unless such first trade is executed on an exchange or market outside Canada. Applicable Alberta Statutory Provisions

December 22nd, 2000. Securities Act, S.A., 1981, c.S-6.1, as amended, s.125

IN THE MATTER OF

"Howard I. Wetston" "G. A. Geller" THE SECURITIES LEGISLATIONOF ALBERTA, BRITISH COLUMBIA, SASKATCHEWAN,

ONTARIO, QUÉBEC, NOVA SCOTIA, AND NEWFOUNDLAND

AND


AND

IN THE MATTER OF TAYLOR GAS LIQUIDS FUND


WHEREAS the local securities regulatory authority or regulator (the "Decision Maker") in the Provinces of Alberta, British Columbia, Saskatchewan, Ontario, Québec, Nova Scotia and Newfoundland (the "Jurisdictions") has received an application from Taylor Gas Liquids Fund (the "Trust") for a decision under the securities legislation of the Jurisdictions (collectively the "Legislation") deeming the Trust to have ceased to be a reporting issuer, or the equivalent, in the Jurisdictions;

AND WHEREAS under the Mutual Reliance Review System (the "System"), the Alberta Securities Commission is the principal regulator for this application;

AND WHEREAS the Trust has represented to the Decision Makers that:

3.1 the Trust is a trust formed under the laws of Alberta and became a reporting issuer, or the equivalent, in each province of Canada upon, obtaining a receipt for its prospectus on July 19, 1996;

3.2 the Trust is not in default of any of its obligations as a reporting issuer, or the equivalent, under the Legislation save for its failure to file its most recent interim financial statements on November 29, 2000;

3.3 on August 16, 2000, the Trust converted to a limited partnership structure (the "Conversion") pursuant to which each holder of units in the

January 5, 2001 (2001) 24 OSCB 82


Trust (the "Trust Units') received one unit (an "LP Unit") of a new limited partnership, Taylor NGL Limited Partnership (the "Limited Partnership") for each Trust Unit;

3.4

the Limited Partnership carries on the business formerly carried on by the Trust;

3.5 the Trust continues to exist only to hold the shares of Taylor Ltd., a corporation acting as general partner of jhe Limited Partnership;

3.6 following completion of the Conversion, the LP Units were listed on The Toronto Stock Exchange;

3.7 the Trust Units were listed and traded on The Toronto Stock Exchange on July 30, 1996, but were delisted on August 23, 2000;

3.8

the Trust has no securities, including debt securities, issued and outstanding;

3.9 pursuant to a decision document dated June 29, 2000, and granted by the Jurisdictions, excluding Newfoundland, under the System, the Limited Partnership became a reporting issuer, or the equivalent, in the Jurisdictions, excluding Newfoundland, upon the closing of the Conversion;

3.10 the Trust does not intend to seek public financing by way of an offering of securities.

4. AND WHEREAS under the System, this MRRS Decision Document evidences the decision of each Decision Maker (collectively, the "Decision");


The Decision of the Decision Makers under the Legislation is that the Trust is deemed to have ceased to be a reporting issuer, or the equivalent, under the Legislation effective as of the date of this Decision Document.

Dated at the City of Calgary in the Province of Alberta this 18th day of December, 2000

"origjnal signed by"

Patricia M. Johnston Director, Legal Services and Policy Development

2.1.12 Phillips, Hager and North Investment Management Ltd.

Headnote

Mutual Reliance Review System for Exemptive Relief Applications - Trades by mutual funds of additional units to existing unitholders who hold units having an aggregate acquisition cost or aggregate net asset value of at least $150,000 exempted from sections 25 & 53 of the Act.

Trades by mutual funds exempt from requirement to file a report of such trades within the days of the trade provided that reports are filed and fees paid yearly.

Applicable Ontario Statutes

Securities Act, R.S.O. 1990, c.S.5, as am., ss. 25, 53, 74(1), 72(3), 147.

Applicable Ontario Rules

Rule 45-501 - Exempt Distributions (1998)21 O.S.C.B. 6548

IN THE MATTER OF THE SECURITIES LEGISLATION OF BRITISH COLUMBIA, ALBERTA, SASKATCHEWAN, MANITOBA,

ONTARIO, NEW BRUNSWICK, NOVA SCOTIA, NEWFOUNDLAND, PRINCE EDWARD ISLAND,

THE NORTHWEST TERRITORIES AND THE NUNAVUT TERRITORY

AND IN THE MATTER OF THE MUTUAL RELIANCE REVIEW SYSTEM FOR


AND IN THE MATTER OF PHILLIPS, HAGER & NORTH

INVESTMENT MANAGEMENT LTD.


WHEREAS the Canadian securities regulatory authority or regulator (the "Decision Maker") in each of the Provinces and Territories of Canada other than the Province of Quebec and the Yukon Territory (the "Jurisdictions") has received an application from Phillips, Hager & North Investment Management Ltd. (PH&N") for a decision under the securities legislation of the Jurisdictions (the "Legislation") that:

Certain trades in Subscribed Units and Reinvested Units (as defined below) of the Funds (as defined below) to existing holders of units ("Units") in the Funds are not subject to the prospectus requirements contained in the Legislation, other than the Legislation of the Provinces of British Columbia, Alberta, Saskatchewan, Nova Scotia, the Northwest Territories and the Nunavut Territory, (the "Prospectus Requirements") and the dealer registration requirements contained in the Legislation, other than the Legislation of the Provinces of British Columbia, Alberta, Saskatchewan, Nova Scotia, the Northwest Territories and the Nunavut Territory, (the "Registration Requirements"); and

January 5, 2001 (2001) 24 OSCB 83


2. Trades in Units, including Subscribed Units and Reinvested Units, are not subject to certain of the reporting requirements of the applicable Legislation, subject to certain conditions;

AND WHEREAS under the Mutual Reliance Review System for Exemptive Relief Applications (the 'System"), the Ontario Securities Commission is the principal regulator for this application;

AND WHEREAS PH&N has represented to the Decision Makers that:

PH&N is the manager, principal portfolio advisor, principal distributor and promoter of the Phillips, Hager & North Balanced Pension Trust, Phillips, Hager & North Canadian Equity Pension Trust, Phillips, Hager & North Euro-Pacific Equity Trust, Phillips, Hager & North High Grade Corporate Bond Fund, Phillips, Hager & North High Yield Bond Fund, Phillips, Hager & North Investment Grade Corporate Bond Trust, Phillips, Hager & North Long Bond Pension Trust, Phillips, Hager & North Small Float Fund, Phillips, Hager & North U.S. Pooled Pension Fund, Phillips, Hager & North Unicorn Fund and Phillips, Hager & North Institutional S.T.I.F. and will be the manager, principal portfolio advisor, principal distributor and promoter of additional unit investment trusts which may be established from time to time (collectively, the "Funds").

PH&N is registered under the Legislation as an adviser in the categories of investment counsel and portfolio manager or its equivalent category. In addition, PH&N is registered under the Legislation as a dealer in the category of mutual fund dealer or its equivalent under the Legislation in Ontario, British Columbia, Alberta, Saskatchewan, Manitoba, New Brunswick, Newfoundland, Prince Edward Island, the Yukon Territory and the Northwest Territories, and has applied for similar registration in Nova Scotia and the Nunavut Territory.

3. Each of the Funds is or will be established as a trust pursuant to a separate trust indenture or other trust document ("Trust Document").

4. Each of the Funds is or will be a "mutual fund" within the meaning of the Legislation.

5. None of the Funds is or currently intends to become a "reporting issuer" (or equivalent) as defined in the Legislation.

6. Each of the Funds is or will be authorized to issue an unlimited number of non-transferrable Units which are redeemable at the option of the holder for an amount equal to the net asset value of the Units as determined in accordance with the terms of the Trust Document.

7. Units of the Funds are or will be offered pursuant to the exemptions from Prospectus Requirements and the Registration Requirements contained in the Legislation which exempt from such requirements the purchase of securities with an acquisition price of not less than a minimum prescribed amount (the "Prescribed Amount",

and such purchase being an "Initial Investment") or pursuant to other exemptions from the Registration Requirements and the Prospectus Requirements.

8. Following an Initial Investment, it is proposed that Unitholders be able to purchase additional Units ("Subscribed Units") of a Fund in increments of less than the Prescribed Amount, provided that at the time of such subsequent acquisition the investor holds Units of that Fund with an aggregate acquisition cost or aggregate net asset value of at least the Prescribed Amount.

9. Each Fund proposes to distribute additional Units ("Reinvested Units") by way of automatic reinvestment of distributions to Unitholders of such Fund.

10. Subscribed Units and Reinvested Units will be offered for sale to existing Unitholders at their net asset value per Unit as determined in accordance with the terms of each Fund's Trust Document.

11. The Legislation of certain of the Jurisdictions does not provide for exemptions from the Prospectus Requirements and the Registration Requirements in respect of the issuance of Reinvested Units to Unitholders pursuant to reinvestment as contemplated in paragraph 9 or the issuance of Subscribed Units to Unitholders pursuant to an additional investment as contemplated in paragraph 8.

12. The Funds are subject to the reporting requirements under certain of the Legislation pursuant to which they must file a report of an Initial Investment and any subsequent trade in Units within 10 days of such trade (the "Report Filing Requirements").

AND WHEREAS underthe System this MRRS Decision Document evidences the decision of each Decision Maker (collectively, the "Decision");

AND WHEREAS each of the Decision Makers is satisfied that the test contained in the Legislation that provides the Decision Makers with the jurisdiction to make the decision has been met;

THE DECISION of the Decision Makers under the Legislation is that:

1. the Prospectus Requirements and the Registration Requirements do not apply to the purchase of Reinvested Units or Subscribed Units (together, "Additional Units") provided that:

(a) this Decision, as it relates to the jurisdiction of a Decision Maker, shall terminate 90 days after the publication in final form of any legislation or rule of that Decision Maker regarding trades in securities of exempt funds;

(b) at the time of the acquisition of Subscribed Units, the Unitholder who made the Initial Investment in the Fund of at least the Prescribed Amount then owns Units of that Fund having an

January 5, 2001 (2001) 24 OSCB 84


aggregate purchase price or net asset value of not less than the Prescribed Amount;

(c) no sales charge is payable with respect to the purchase of Reinvested Units; and

(d) at the time of the acquisitions of Additional Units, PH&N or any party assisting PH&N in selling the Units, where required under the applicable Legislation, is registered under the applicable Legislation as an adviser in .the appropriate category and such registration is in good standing.

except in the Province of Manitoba, the Report Filing Requirements under the applicable Legislation do not apply to trades in Units, including Additional Units, of the Funds, provided that within 30 days after each financial year end of the Funds:

(a) PH&N files a report of trade in accordance with the form requirements prescribed by the respective Decision Maker in respect of trades in Units, including Additional Units, of the Funds during such financial year; and

(b) PH&N remits the applicable fee on behalf of the Funds.

December 19, 2000.

2.1.13 Plains Energy Services Limited - MRRS Decision

Headnote

Mutual Reliance Review System for Exemptive Relief Applications - decision deeming a corporation to have ceased to be a reporting issuer after the acquisition of all of its issued and outstanding securities by another corporation


Securities Act, R.S.O. 1990, c.S.5, as am. s. 83..


OF ALBERTA, BRITISH COLUMBIA, SASKATCHEWAN, ONTARIO AND QUEBEC

AND


AND

IN THE MATTER OF PLAINS ENERGY SERVICES LTD.


"Howard I. Wetston" "J.A. Geller" 1. WHEREAS the local securities regulatory authority or regulator (the "Decision Maker") in each of Alberta, British Columbia, Saskatchewan, Ontario and Quebec (the "Jurisdictions") has received an application from Plains Energy Services Ltd. ("Plains") for a decision pursuant to the securities legislation of each of Jurisdictions (the 'Legislation") that Plains be deemed to have ceased to be a reporting issuer or the equivalent thereof under the Legislation:

2. AND WHEREAS pursuant to the Mutual Reliance Review System for Exemptive Relief Applications (the "System") the Alberta Securities Commission is the principal regulator for this application;

3. AND WHEREAS Plains has represented to the Decision Makers that:

3.1 Plains exists under Articles of Incorporation filed under the provisions of the Business Corporations Act (Alberta) on October 8, 1996;

3.2 the authorized capital of Plains consists of an unlimited number of common shares (the "Common Shares"), an unlimited number of first preferred shares and an unlimited number of second preferred shares, of which 22,667,068 Common Shares are currently issued and outstanding;

3.3 Plains is a reporting issuer, or its equivalent, in each of the Jurisdictions, and is not in default of

January 5, 2001 -. (2001) 24 OSCB 85


any of its obligations as a reporting issuer under the Legislation;

3.4 pursuant to an offer to purchase on May 19, 2000, (as amended) and a subsequent compulsory acquisition under the provisions of the Business Corporations Act (Alberta), on July 11, 2000, Precision Drilling Corporation ("Precision") became the holder of all of the issued and outstanding Common Shares of Plains;

3.5 Precision is the sole security holder of Plains and there are no securities, including debt obligations, currently issued and outstanding other than the Common Shares;

3.6 the Common Shares were delisted from The Toronto Stock Exchange at the close of business on July 12, 2000 and there are no securities of Plains listed on any exchange or organized market in Canada or elsewhere;

3.7 Plains does not intend to seek public financing by way of an offering of securities;

4. AND WHEREAS under the System, this MRRS Decision Document evidences the decision of each Decision Maker (collectively, the "Decision")


6. THE DECISION of the Decision Makers under the Legislation is that Plains is deemed to have ceased to be a reporting issuer or the equivalent thereof in each of the Jurisdictions as of the date of this Decision.

DATED at Calgary, Alberta this 215t day of December, 2000.

original signed by" Patricia Johnston Director, Legal Services & Policy Development

2.1.14 Nova Bancorp Wealth Management - MRRS Decision

Head note

Mutual Reliance Review System for Exemptive Relief Applications - Reporting issuer deemed to have ceased to be a reporting issuer- only two related security holders remaining.

Subsection 1(6) of the OBCA - Issuer deemed to have ceased to be offering its securities to the public under the Business Corporations Act (Ontario).


Securities Act, R.S.O. 1990, c.S.5, as am., ss.1(1), 6(3) and 83.

Business Corporations Act, R.S.O. 1990, c.B.16, as am., s.1(6).

IN THE MATTER OF THE SECURITIES LEGISLATION OF

ONTARIO, QUEBEC AND NOVA SCOTIA

AND

IN THE MATTER OF THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF NOVA BANCORP WEALTH MANAGEMENT LTD.


WHEREAS the local securities regulatory authority or regulator (the "Decision Maker") in each of Ontario, Quebec and Nova Scotia (the "Jurisdictions") has received an application from Nova Bancorp Wealth Management Ltd. ("NBWML") for: (i) a decision under the securities legislation of the Jurisdictions (the "Legislation") that NBWML be deemed to have ceased to be a reporting issuer under the Legislation; and, in Ontario only, (ii) an order from the Ontario Securities Commission (the "Commission") under the Business Corporations Act (Ontario) (the "OBCA") that NBWML be deemed to have ceased to be offering its securities to the public;

AND WHEREAS under the Mutual Reliance Review System for Exemptive Relief Applications (the "System"), the Commission is the principal regulator for this application;

AND WHEREAS NBWML has represented to the Decision Makers that:

NBWML is a corporation existing under the OBCA and its head office is located in Toronto, Ontario.

NBWML became a reporting issuer or the equivalent under the Legislation on June 8, 2000 by reason of the

January 5, 2001 (2001) 24 OSCB 86


fact that Strategic Value Corporation ('SVC") was a

AND IT IS HEREBY ORDERED by the Commission under reporting issuer under the Legislation for at least 12

subsection 1(6) of the OBCA, that NBWML is deemed to have

months at the time of the amalgamation referred to in ceased to be offering its securities to the public for the paragraph 6 below. purposes of the OBCA.

3. Apart from the failure to file interim financial statements for the period ending June 30, 2000, which were due on August 29, 2000, NBWML is not in default of any requirements of the Legislation in any of the Jurisdictions.

4. Pursuant to a plan of arrangement under section 182 of the OBCA (the "Arrangement"), which became effective June 8, 2000, Nova Bancorp Wealth Management Ltd. (Nova Wealth") acquired all of the outstanding shares in the capital of SVC.

5. The Arrangement was previously approved at a special meeting of SVC's shareholders on May 26 2000 and a final order approving the Arrangement under the OBCA was issued by the Ontario Superior Court of Justice on May 31, 2000. A certificate of arrangement was issued by the Director appointed under the OBCA on June 8, 2000.

6. Pursuant to the Arrangement, Nova Wealth amalgamated with SVC on June8, 2000 and continued under the name "Nova Bancorp Wealth Management Ltd."

7. All of the issued and outstanding securities of NBWML are held by Nova Bancorp Investments Ltd ("NBI"). There are no issued and outstanding securities of NBWML, including debt securities, other than the securities held by NBI.

8. No securities of NBWML are listed or quoted on any stock exchange or market..

9. NBWML does not have any intention of distributing its securities to the public.


AND WHEREAS each of the Decision Makers is satisfied that the test contained in the Legislation that provides that Decision Maker with the jurisdiction to make the Decision has been met;

The decision of the Decision Maker under the Legislation is that NBWML is deemed to have ceased to be a reporting issuer under the Legislation.

December 22, 2000.

"J. A. Geller"

"R. Stephen Paddon"

December 20, 2000.

John Hughes Manager, Continuous Disclosure

January 5, 2001 . . . (2001) 24 OSCB 87


2.1.15 Oncolytics Biotech Inc. - MRRS Decision

Headnote

Mutual Reliance Review System for Exemptive Relief Applications - Waiver granted pursuant to section 4.5 of National Policy Statement No. 47 to enable issuer to participate in the POP System when it did not meet the "public float test in the last calendar month of its most recent financial year-end in respect of which its Initial Annual Information Form will be filed provided that it does meet the "public float' test at a date within 60 days before the filing of its preliminary short form prospectus.

Policies Cited

National Policy Statement No. 47 Prompt Offering Qualification System, ss. 4.1 and 4.5.

Instruments Cited

Proposed National Instrument 44-101 Short Form Prospectus Distributions

IN THE MATTER OF THE SECURITIES LEGISLATION OF ALBERTA

BRITISH COLUMBIA AND ONTARIO

AND


IN THE MATTER OF ONCOLYTICS BIOTECH INC.


WHEREAS the local securities regulatory authority or regulator (the "Decision Maker") in each of Alberta, British Columbia and Ontario (the "Jurisdictions") has received an application from Oncolytics Biotech Inc. (the "Filer") for a decision pursuant to the securities legislation of each of Jurisdictions . (the "Legislation") that the requirement (the "Eligibility Requirement"), under National Policy Statement No. 47 (the "POP Requirements"), that the calculation of the aggregate market value of an issuer's outstanding equity securities be based upon the average closing prices during the last calendar month of the issuer's most recently completed financial year shall not apply to the Filer so as to permit the Filer to participate in the prompt offering qualification system (the "POP System");

AND WHEREAS pursuant to the Mutual Reliance Review System for Exemptive Releif Applications (the System"), the Executive Director of the Alberta

Securities Commission is the principal regulator for this application;

3. AND WHEREAS the Filer has represented to the Decision Makers that:

3.1 the Filer was incorporated on April 2, 1998 pursuant to the Business Corporations Act (Alberta);

3.2 the principal business office of the Filer is located at 301, 1211 Kensington Road N.W., Calgary, Alberta T2N 3P6. The registered office of the Filer is located at 4500 Bankers Hall East, 855 - 2nd Street S.W., Calgary, Alberta T2P 4K7;

3.3 the Filer became a reporting issuer in the provinces of Alberta, British Columbia and Ontario on October 28, 1999. To the best of its knowledge, the Filer is not in default under any securities legislation in any of the provinces of Canada;

3.4 the Filer's financial year-end is December 31

3.5 the common shares of the Filer are listed and posted for trading on the facilities of The Toronto Stock Exchange (the "TSE") and have been since June 1, 2000. The Filer voluntarily delisted its common shares from the Canadian Venture Exchange (the "CDNX") on August 24, 2000;

3.6 as at December 31, 1999 (being the Filer's most recent financial year end), the Filer had 13,669,997 common shares issued and outstanding, being the only class of securities of the Filer that carry a residual right to participate in earnings of the Filer and, upon liquidation or winding up of the Filer, in its assets;

3.7 the Filer's common shares are widely held and to the best of Filer's knowledge, based upon public records, none of its common shares are required to be excluded in accordance with subclause 4.1(2)(a) of NP 47 except for 6,750,000 common shares registered in the name of SYNSORB Biotech Inc.;

3.8 as at December 31, 1999, the aggregate market value of the Filer's common shares was approximately $16,469,593 (based on an arithmetic average of the closing trading prices for the month of December, 1999 of $2.38, as calculated in accordance with NP 47 and excluding the shares registered in the name of SYNSORB Biotech Inc.);

3.9 the Filer completed a private placement of 3,000,000 special warrants on February 15, 2000 resulting in the issue of an additional 3,000,000 common shares of the Filer. The Filer filed and received final receipts in March, 2000 from each of the Decision Makers for a prospectus in respect of the distribution of such common shares;

January 5, 2001 (2001) 24 OSCB 88


3.10 based upon information available from the CDNX and TSE, since March 31, 1999, the arithmetic average of the monthly closing trading prices of the Filer's common shares has been consistently higher than the arithmetic average which would enable the Filer to meet the market value test under subclause 4.1(1)(c) of NP 47;

3.11 as at July 31, 2000, the Filer had 17,189800 common shares issued and outstanding and the aggregate market value of the Filer's common shares was approximately $138,536,146 (based on an arithmetic average of the closing trading prices for the month of July, 2000 of $13.27, as calculated in accordance with NP 47 and excluding the shares registered in the name of SYNSORB Biotech Inc.);

3.12 the Filer currently would fulfil the eligibility requirements of the POP System and the Legislation to enable it to file an Initial AIF but for the fact the Filer has not been a reporting issuer for at least 12 months and the aggregate market value of its common shares for the month of December, 1999 was less than $5,000,000;

3.13 the Filer would be eligible to participate in the POP System upon the filing and acceptance of its Initial AIF under Proposed National Instrument 44-101 which would replace the current time period for calculating an issuer's aggregate market value under NP 47 for its Initial AIF with a calculation as of a date within sixty. (60) days of filing the issuer's preliminary short form prospectus; and

3.14 the Filer intends to file an Initial AlE shortly and may wish to effect an offering prior to the end of its current financial year and is of the view that in its circumstances, a short form prospectus would be the most appropriate vehicle for such an offering;

4. AND WHEREAS under the System, this Document evidences the decision of each Decision Maker (collectively, the "Decision");


6. THE DECISION of the Decision Makers under the Legislation is that the Eligibility Requirements shall not apply to Filer provided that:

6:1 the Fer complies with all of the filing requirements and procedures and each of the other eligibility requirements of NP 47;

6:2 the aggregate market value of the common shares of the Filer, calculated in accordance with subsection 4.1(2) of NP 47, on a date within sixty (60) days before the date of the filing of the

Filer's preliminary short form prospectus is at least $75,000,000;

6.3 the eligibility certificate required to be filed in connection with the Filer's initial annual information form shall provide that the Filer satisfies the Market Capitalization Requirement in accordance with this Decision; and

6.4 this waiver terminates on the earlier of:

6.4.1 140 days after the end of the Filer's financial year ended December 31, 2000; and

6.4.2 the date a renewal annual information form is filed by the Filer in respect of its financial year ended December 31, 2000.

DATED at Edmonton, Alberta this 30th day of October, 2000.

Agnes Lau, C.A. Deputy Director, Capital Markets

January 5, 2001 (2001) 24 OSCB 89


2.1.16 Prudential Steel Limited - MRRS Decision

Headnote

Mutual Reliance Review System for Exemptive Relief Applications - corporation deemed to have ceased to be a reporting issuer after all issued and outstanding securities acquired by another issuer


Securities Act, R.S.O. 1990, c.S.5, as am., s.83.


OF ALBERTA, BRITISH COLUMBIA, SASKATCHEWAN, ONTARIO, QUEBEC, NOVA SCOTIA AND

NEWFOUNDLANDAND


AND

IN THE MATTER OF PRUDENTIAL STEEL LTD


WHEREAS the local securities regulatory authority or regulator (the "Decision Maker") in each of British Columbia, Alberta, Saskatchewan, Ontario, Quebec, Nova Scotia and Newfoundland (collectively, the "Jurisdictions") has received an application from Prudential Steel Ltd. ("Prudential") for a decision under the securities legislation of each of the Jurisdictions (the "Legislation") that Prudential be deemed to have ceased to be a reporting issuer or the equivalent thereof under the Legislation;

2. AND WHEREAS under the Mutual Reliance Review System for Exemptive Relief Applications (the "System"), the Alberta Securities Commission is the principal regulator for this application;

3. AND WHEREAS Prudential has represented to the Decision Makers that:

3.1 Prudential was incorporated under the laws of Alberta on April 4, 1966;

3.2 the head office of Prudential is in Calgary, Alberta;

3.3 Prudential's authorized capital consists of an unlimited number of common shares (the "Common Shares"), 31,660,192 of which were outstanding as of September 22, 2000.

3.4 Prudential is a reporting issuer, or the equivalent thereof, under the Legislation;

3.5 Prudential is not in default of any of the requirements under the Legislati'on;

3.6 Pursuant to a statutory plan of arrangement, Maverick Tube Corporation acquired all of the issued and outstanding Common Shares on September 22, 2000 and is Prudential's sole security holder;

3.7 the Common Shares were delisted from The Toronto Stock Exchange on September 27, 2000, and Prudential no longer has any of its securities listed or traded on any exchange or market in Canada;

3.8 Prudential has no securities, including debt securities, outstanding other than the Common Shares;

3.9 Prudential does not intend to seek public financing by way of an issue of securities.



6. THE DECISION of the Decision Makers under the Legislation is that Prudential is deemed to have ceased to be a reporting issuer or the equivalent thereof under the Legislation in each of the Jurisdictions.

DATED at Calgary, Alberta this 27th day of November, 2000.

"original signed by" Patricia M Johnston Director Legal Services & Policy Development

January 5, 2001 . (2001) 24 OSCB 90


2.1.17 Optimum General Inc. - MRRS Decision

Headnote

Mutual Reliance Review System for Exemptive Relief Applications - Insider reporting relief granted to certain directors and senior officers of certain subsidiaries and affiliates of insiders of the applicant. Relief consistent with proposed National Instrument 55-101 Exemption from Certain Insider Reporting Requirements.

Applicable Ontario Statutes

Securities Act, R.S.O. 1990, c.S.5, as am., ss. 121 (2)(a)(ii).

Applicable Ontario Regulations

Regulation made under the Securities Act, R.R.O. 1990, Reg. 1015, as am.

Applicable Policies

National Policy 12-201 - Mutual Reliance Review System for Exemptive Relief Applications

Proposed National Policy 55-101 - Exemption from Certain Insider Reporting Requirements

IN THE MATTER OF THE SECURITIES LEGISLATION OF BRITISH COLUMBIA, ALBERTA,

ONTARIO AND QUÉBEC

AND


AND

IN THE MATTER OF OPTIMUM GENERAL INC.


WHEREAS the local securities regulatory authority or regulator (the "Decision Maker") in each of the provinces of British Columbia, Alberta, Ontario and Québec (the "Jurisdictions") has received an application from Optimum General Inc. (the "Filer") for a decision under the securities legislation of the Jurisdictions (the "Legislation") that the requirement in the Legislation for an insider of a reporting issuer or the equivalent thereof to file insider reports disclosing the insider's direct or indirect beneficial ownership of, or control or direction over, securities of the reporting issuer (the "Insider Reporting Requirement") shall not apply to certain directors and senior officers of certain subsidiaries and affiliates of insiders of the Filer;

AND WHEREAS under the Mutual Reliance Review System for Exemptive Relief Applications (the "System"), the Commission des valeurs mobilières du Québec is the principal regulator for this application;

AND.WHEREAS the Filer has represented to the Decision Makers that:

The Filer was incorporated under the Canada Business Corporations Act on July 31, 1985 under the name National Insurance Group Inc. The name of the Filer Was changed to Optimum General Inc. by certificate of amendment issued on February 27, 1996.

2. The principal and registered office of the Filer is located in Montreal, Québec.

3. The Filer is a reporting issuer under the Legislation of all of the Jurisdictions and is not in default of the requirements contained in the Legislation.

4. •'. The Class A Subordinate Voting Shares of the Filer (the "Subordinate Voting Shares") are listed and posted for trading on The Toronto Stock Exchange.

5. The list of companies in the attached appendix (the "Appendix") includes (A) all subsidiaries of the Filer that have; as reflected in the most recent annual audited financial statements of the Filer, either: (i) assets, on a consolidated basis with its subsidiaries, representing ten percent (10%) or more of the consolidated assets of the Filer shown on the balance sheet, or, (ii) revenues, on a consolidated basis with its subsidiaries, representing ten. percent (10%) or more of the consolidated revenues of the Filer shown on the statement of income and losses (each, a "Major Subsidiary") and (B) all insider companies and affiliates of insiders of the Filer which (y) do not control, individually or in concert, the Filer or (z) do not supply ta the Filer or to its Major Subsidiaries material or services, the essential nature and scale of which are such that factors affecting this supply would or would reasonably be expected to have a significant effect on the market price or value of the securities of the Filer (each a "Qualified Affiliated Insider").

6. With the exception of the directors and senior officers of the Filer and of the Major Subsidiaries and certain other directors and senior officers (who will not benefit from the exemptive relief sought herein), none of the directors and senior officers of any of the subsidiaries of the Filer or of the Qualified Affiliated Insiders either: (i) participate in the day-to-day' management or operation of the Filer, or, (ii) receive or have access to, in the ordinary course of business, information 'respecting material facts or material changes with respect to the Filer prior to general disclosure of such material facts or material changes.

7. The Filer undertakes to maintain a list of directors and senior officers exempted by this Decision (as hereafter defined) and the basis upon which each director or senior officer comes within the terms of the Decision; to maintain a continuing review of the facts contained in the representations upon which this Decision is made; to promptly advise the Decision Makers of any changes

• in sUch facts; and, upon the request of any of the Decision Makers or their staff, to provide any information necessary to determine whether a director

January 5, 2001 , ' , '' '''''" - ' ' (2001)24OSCB 91


or senior officer of any subsidiary of the Filer is or is not exempted by this Decision.

8. The Filer undertakes to promptly advise the Commission des valeurs mobilières du Québec of the name of every director and senior officer who becomes, or ceases to be, exempted by this Decision.



THE DECISION of the Decision Makers under the Legislation is that the Insider Reporting Requirement shall not apply to a director or senior officer of a subsidiary of the Filer, other than a Major Subsidiary, and a director or a senior officer of a Qualified Affiliate Insider of the Filer, except in Québec, in respect of securities of the Filer provided that, in each case:

The director or senior officer (for subsidiaries)

(a) in the ordinary course does not receive or have access to information as to material facts or material changes concerning the Filer before the material facts or material changes are generally disclosed;

(b) is not a director or senior officer of a major subsidiary of the Filer; for the purposes of this Decision, the term "major subsidiary" means a subsidiary of the Filer for which either or both of the following are true:

(i) the value of the assets of the subsidiary, on a consolidated basis with its subsidiaries, as reflected in the most recent annual audited balance sheet of the Filer that the Filer has filed, represents 10 percent or more of the consolidated assets of the Filer shown on that balance sheet, or

(ii) the revenues of the subsidiary, on a consolidated basis with its subsidiaries, as reflected in the most recent annual audited statement of income and loss of the Filer that the Filer has filed, are 10 percent or more of the consolidated revenues of the Filer shown on that statement of income and loss; and

(c) is not an insider of the Filer in a capacity other than as a director or senior officer of a subsidiary of the Filer; or

(d) who is denied the exemptions contained in this Decision by another decision of the Decision Maker.

The director or senior officer (for the qualified affiliates - does not apply in Québec)

(a) In the ordinary course does not receive or have access to information as to material facts or material changes concerning the Filer before the material facts or material changes are generally disclosed;

(b) is not an insider of the Filer in a capacity other than as a director or senior officer of an affiliate of an insider of the Filer; and

(c) is not a director or senior officer of a company that supplies goods or services to the Filer or to a subsidiary of the Filer or has contractual arrangements with the Filer or a subsidiary of the Filer, and the nature and scale of the supply or the contractual arrangements could reasonably be expected to have a significant effect on the market price or value of the securities of the Filer; or

(d) who are denied the exemptions contained in this decision by another decision of the Decision Maker.

3. The Filer maintains a list of all directors and senior officers of subsidiaries of the Filer hereby exempted from the Insider Reporting Requirement and a list of all directors and senior officers of affiliates of an insider of the Filer hereby exempted from the Insider Reporting Requirement.

AND PROVIDED also that this Decision shall terminate in each Jurisdiction on the day that is 90 days after the earlier of:

(i) the date of implementation in the Jurisdiction of a National Instrument dealing with the subject matter of the draft National Instrument 55-101; or

(ii) publication in the Jurisdiction of a notice by the Decision Maker of the Jurisdiction to the effect that a National Instrument dealing with the subject matter of the draft National Instrument 55-101 will not be implemented in the Jurisdiction.

Dated December 19, 2000.

"Jean-Francois Bernier" Director of Capital Markets

January 5, 2001 (2001) 24 OSCB 92


APPENDIX 2.1.18 AIC Funds and 1450473 Ontario Inc. - MRRS Decision

Major Subsidiaries

IN THE MATTER OF The Major Subsidiaries of Optimum General Inc. as disclosed THE SECURITIES LEGISLATION OF in the Decision Document dated December 19, 2000 are: BRITISH COLUMBIA, ALBERTA, SASKATCHEWAN,

1. Optimum Frontier Insurance Company (formerlyMANITOBA, ONTARIO, QUEBEC, NOVA SCOTIA,

National Frontier Insurance Company) PRINCE EDWARD ISLAND AND NEWFOUNDLAND

2. Optimum West Insurance Company (formerly AND

The British Columbia Insurance Company)IN THE MATTER OF

3. Optimum Insurance Company ' Inc. (formerly THE MUTUAL RELIANCE REVIEW SYSTEM National Insurance Company) Optimum Farm FOR EXEMPTIVE RELIEF APPLICATIONS Insurance Inc.

AND Qualified Affiliated Insiders

IN THE MATTER OF The Qualified Affiliated Insiders of Optimum General Inc. as AIC LIMITED disclosed in the Decision Document dated December19, 2000 1450473 ONTARIO INC. are: AIC ADVANTAGE FUND

AIC ADVANTAGE FUND II Real Estate AIC CANADIAN FOCUSED FUND

AND 1. Optimum Foncier Inc. AIC DIVERSIFIED CANADIAN FUND 2. L'immobilière Le St-Laurent Inc. 3. Immeubles Sol-Par Inc. MRRS DECISION DOCUMENT 4. Optimum Realties Inc.

5. 6.

Quéfran Inc. Optifran S.A. WHEREAS the local securities regulatory authority or

7. Norbec S.A. regulator (collectively, the "Decision Makers") in each of the Provinces of Ontario, British Columbia, Alberta,

Life Insurance Saskatchewan, Manitoba, Quebec, Nova Scotia, Newfoundland, and Prince Edward Island (collectively, the

8. Optimum International Inc. . 'Jurisdictions") has received an application (the "Application")

9. Optimum Vie from AIC Limited ("AIC") and 1450473 Ontario Inc. ("Bidco"),

10. Blondeau & Compagnie (France) S.A. which will become the direct or indirect parent company of

11. Optimum Gestion Financiére AIC, and on behalf of AIC Advantage Fund, AIC Advantage

12. Selecta Insurance Inc. Fund II, and AIC Canadian Focused Fund (the "AIC Fund

13. Optimum International (U.S.) Inc. Mackenzie Shareholders"), and on behalf of AIC Diversified

14. , Windsor Life Insurance Company Canadian Fund (all of them collectively, the "Applicants"), for a decision (the "Decision") pursuant to the securities legislation

Life Reinsurance of the Jurisdictions (the "Legislation") that the following provisions of the Legislation do not apply to one or more of the

15. St. Lawrence Financial Corporation Applicants, as the case may be, in connection with the

16. ORL Holdings Inc. proposed cash and securities exchange offer to purchase all

17. Optimum Re Life Corporation "Mackenzie of the common shares (the Shares") of Mackenzie

18. Optimum Re Corporation Financial Corporation ("Mackenzie") by way of a formal take-

19. Optimum Re Corporation (Canada) "Bidco over bid by Bidco (the Offer"), or by C.I. Fund

20. 'Optimum Re Insurance Company . "Cl. Management Inc. ("Cl.") (the Offer"):

21. Optimum Reassurance Inc.(i) except in Quebec and Manitoba, the provision

Consultation prohibiting a mutual fund from knowingly making or holding an investment in a person or company who is a

22. Optimum Holdings Inc. substantial security holder of the mutual fund, its

23. Optimum Asset Management Inc. management company or distribution company, a

24. Optimum Investments Inc. person or company in which the mutual fund, alone or

25. Optimum Consultants & Actuaries Inc. together with one or more related mutual funds, is a

26. ' Optimum Risk'Management Inc. ' substantial security holder, or

27. Optimum lnformatique Inc.' an issuer in which 28. Optigetec Inc.

29. Optimum Consultants Holdings Inc. 30. Optimum Training Consultants, Inc.

January 5, 2001 (2001) 24 OSCB 93


(A) any officer or director of the mutual fund, its management company or distribution company or an associate of any of them or

(B) any person, or company who is a substantial security holder of the mutual fund,, its management company or its distribution company,

has a significant interest (the "Investment Restriction");

(ii) except in Quebec and Manitoba, the provision prohibiting a portfolio manager or, in British Columbia, the mutual fund or "responsible person", from knowingly causing an investment portfolio managed by it to

invest in any issuer in which a responsible person (as defined in the Legislation) or, if applicable, an associate of a responsible person is an officer or director, unless the specific fact is disclosed to the client and, if applicable, the written consent of the client to the investment is obtained before the purchase, or

purchase or sell the securities of any issuer from or to the account of a responsible person and, if applicable, any associate of a responsible person or the portfolio manager (the "Portfolio Manager Restriction");

(iii) the provisions

requiring an offeror to offer identical consideration to all holders of the same class of securities where a take-over bid is made (the "Identical Consideration Requirement"), and

prohibiting an offeror making or intending to make a take-over bid and any person or company acting jointly or in concert with the offeror from entering into any collateral agreement, commitment or understandings with any holder or beneficial owner of securities of the offeree issuer that has the effect of providing the holder or owner a consideration of greater value than that offered to other holders of the same class of securities (the "Prohibition on Collateral Agreements"); and

(iv) the provision that, where a take-over bid that is a formal bid is made by an offeror and, within the period of ninety days immediately preceding the bid, the offeror or a person or company acting jointly or in concert with the offeror acquired beneficial ownership of securities of the class subject to the bid pursuant to a transaction not generally available on identical terms to holders of that class of securities, the offeror shall offer consideration for securities deposited under the bid at least equal to the highest consideration that was paid on a per security basis under any of such prior transactions or the offeror shall offer at least the cash equivalent of such consideration and for at least the same percentage (the "Pre-Bid Integration Requirement");

AND WHEREAS, pursuant to the Mutual Reliance Review System for Exemptive Relief Applications (the

"System"), the Ontario Securities Commission is the principal regulator for the Application;

AND WHEREAS the Applicants have represented to the Decision Makers as follows:

AIC is a private company incorporated under the laws of Ontario. AIC acts as the trustee, manager and portfolio manager (the "Fund Manager") of a number of mutual funds including the AIC Fund Mackenzie Shareholders (collectively, the "AIC Funds") and, as such, is responsible for the management of the AIC Funds. AIC is not a reporting issuer in any province or territory in Canada.

Bidco is incorporated under the Business Corporations Act (Ontario) for the purpose of implementing the Bidco Offer and will be significantly owned directly or indirectly by

(a) Michael Lee-Chin or companies or trusts related to him, who are the controlling shareholders of AIC (the "AIC Controlling Shareholders"), and

(b) Services Financiers CDPQ Inc. ("CDPQ"), a joint venturer and wholly-owned subsidiary of the Caisse de Depot et Placement du Quebec, that is expected to have a substantial minority interest in Bidco.

3. The authorized capital of Bidco includes an unlimited number of common shares (the "Bidco Shares"), which are expected to be listed on The Toronto Stock Exchange (the "TSE") following successful completion of the Bidco Offer. Bidco does not, and will not have, authorized as part of its authorized capital or issue in connection with the Bidco Offer or have outstanding at the completion thereof any "restricted shares" within the meaning of Ontario Securities Commission Rule 56-501.

4. One or more of the directors and officers of AIC will also be directors and officers of Bidco.

Mackenzie is a public company incorporated under the Business Corporations Act (Ontario). The Mackenzie Shares are listed on the TSE and quoted on NASDAQ in the United States. Mackenzie is registered with the Ontario Securities Commission, the Alberta Securities Commission and the Manitoba Securities Commission as an investment counsel and portfolio manager. Mackenzie is a reporting issuer in all applicable provinces and territories of Canada.

6. Mackenzie's authorized capital consistsof an unlimited number of Mackenzie Shares. As at September 30, 2000, there were 128,826,393 issued and outstanding Mackenzie Shares, according to publicly available information. As at. September 30, 2000, on a fully-diluted basis, for the prior 6 months there were an average of 138,360,433 issued and outstanding Mackenzie Shares, according to publicly available information.

January 5, 2001 . . . (2001) 24 OSCB 94


Mackenzie has no controlling shareholder. As of November 3, 2000, approximately 19.1% of the outstanding Mackenzie Shares (approximately 17.7% on a fully-diluted basis) were held by the AIC Fund Mackenzie Shareholders. AIC itself beneficially owns approximately 5.41%, which were acquired in the marketplace prior to August 1 2000. CDPQ also beneficially owns approximately 5.27% of Mackenzie Shares as of November 3, 2000, which were also acquired in the marketplace prior to August 1, 2000.

8. As of November 13, 2000, to the knowledge of the Applicants after reasonable inquiry, there were fifteen registered shareholders of Mackenzie resident in the United States of America (the "U.S. Shareholders"), collectively holding approximately 1.48 million Mackenzie Shares (or approximately 1% of the outstanding Mackenzie Shares).

9. In order to assist in the funding of the Bidco Offer, and in furtherance of its role as a joint venturer, CDPQ or its affiliates are expected to

(a) provide cash funding in excess of $300 million to Bidco to be used in the Bidco Offer, and

(b) commit to roll their current approximately 5% interest in Mackenzie Shares into Bidco,

in return for Bidco Shares, conditional upon the successful completion of the Bidco Offer. Funding for the Bidco Offer will also be obtained via committed bank debt.

10. In addition, the shareholders of AIC (the "AIC Shareholders"), are expected to commit to roll their shares of AIC into Bidco in return for Bidco Shares, conditional upon the successful completion of the Bidco Offer. Bidco is expected to also acquire an additional 14,154 Mackenzie Shares (representing 0.01% of the outstanding shares) from the AIC Controlling Shareholders in return for additional Bidco Shares, conditional upon the successful completion of the Bidco Offer. (The transactions described in paragraph 9 and in this paragraph are collectively referred to as the "Bidco Roll-Over Transactions").

11. As a result of its acquisition of AIC, Bidco will automatically indirectly acquire the approximately 5.41% interest of AIC in Mackenzie.

12. All of the Bidco Roll-Over Transactions will be effected at fair market value and will be based on an arm's length negotiation among the AIC Controlling Shareholders and CDPQ. In no event will the price paid or payable by Bidcp for the Mackenzie Shares acquired from CDPQ or its affiliates and the AIC Shareholders exceed the price offered to the public under the Bidco Offer, except that cash will not be provided.

13. Cash is not being provided to the AIC Shareholders and CDPQ under the Bidco Roll-Over Transactions in order to maximize the cash being provided to the Mackenzie shareholders who will be tendering under the Bidco Offer, to provide improved tax treatment for the

Mackenzie Shares being rolled into Bidco and to maximize their equity positions in Bidco.

14. Bidco, CDPQ and/or the AIC Controlling Shareholders will also enter into a Bidding Agreement, a Sub-advisory Agreement, and a Shareholders Agreement, and Michael Lee-Chin may enter into an Employment Agreement with Bidco, in addition to the agreements to effect the Bidco Roll-Over Transactions (collectively, the "Related Agreements").

15. The Bidding Agreement will cover the parties' rights and obligations in connection with and during the Bidco Offer and will contain customary terms.

16. The Sub-advisory Agreement will provide for an affiliate of CDPQ with a demonstrated superior track record to act as a sub-advisor to certain of the Mackenzie funds going forward at market rates and on arm's length terms.

17. The Employment Agreement, if entered into, will be on market terms and will provide for compensation to Michael Lee-Chin on market terms having regard to his contribution under the agreement. He is a key employee, and any compensation would be a small fraction of the value he will have invested in Bidco.

18. The Shareholders Agreement will govern the relationship between CDPQ and the AIC Controlling Shareholders going forward. The Shareholders Agreement among the AIC Controlling Shareholders and CDPQ will, among other things, provide each party with certain rights of first refusal and tag-along rights as well as pre-emptive - type rights, and provide for mutual board representation. It will have a maximum term of 5 years.

19: The Related Agreements are not designed to increase the value of the consideration paid to CDPQ or the AIC Controlling Shareholders for their Mackenzie Shares, but are essential elements of the proposed joint venture. Their terms will be fully disclosed in the Bidco Offer, such that Mackenzie shareholders will be fully aware of them prior to determining whether or not to accept the Bidco Offer. In the event that the terms of the Related Agreements are materially amended from those set forth above or new agreements are entered into between CDPQ and the AIC Controlling Shareholders, new or varied relief will be sought from the Decision Makers.

20. Assuming successful completion of the Bidco Offer, • Bidco will be held by the public and by CDPQ and the

• AIC Shareholders.

21. Pursuant to the Bidco Offer, Bidco will prepare a take-over bid circular (the "Bid Circular") containing, among other things, prospectus-level disclosure regarding Bidco (including AIC) and a detailed description of the Bidco Offer, the Bidco Roll-Over Transactions and the Related Agreements. Bidco will distribute the Bid Circular to all Mackenzie shareholders in accordance with the Legislation.

January 5, 2001 . (2001) 24 OSCB 95


22. Subject to the TSE not objecting to its inclusion, and relief being obtained where necessary, the Bid Circular and associated documents and statements will contain

• substantially the following representation: "Application will be made for the Bidco Shares to be listed on the TSE".

23. The Bidco Offer will be subject to the condition, which cannot be waived by Bidco, that listing approval for the Bidco Shares is received from the TSE. The receipt of such listing approval will be promptly announced by way of a news release and otherwise as appropriate.

24. Under the terms of the Bidco Offer, Mackenzie shareholders will receive, for every Mackenzie Share deposited under the Bidco Offer,

(a) an amount in cash subject to pro-ration (the Cash Option"), or

(b) Bidco Shares, subject to pro-ration (the "Share Option"), or

(c) any combination of the Cash Option and the Share Option, again subject to pro-ration.

25, The Bidco Shares that may be issued under the Bidco Offer to the U.S. Shareholders have not been and will not be registered or otherwise qualified for distribution under the securities legislation of the United States of America. Accordingly, the delivery of Bidco Shares to U.S. Shareholders under the Bidco Offer without further action by Bidco.may constitute a violation of the laws of the United States of America.

26. To the extent that the U.S. Shareholders elect to receive or are allocated Bidco Shares in exchange for their Mackenzie Shares, Bidco proposes to deliver the Bidco Shares to a trust company in Canada (the "Depositary"), instead of to the U.S. Shareholders, for sale of such Bidco Shares on behalf of the U.S. Shareholders. The Depositary will, as soon as possible after such delivery, pool and sell the Bidco Shares on behalf of the U.S. Shareholders. Such sale will be done through the facilities of the TSE in a manner that is intended to minimize any adverse effect on the market price of Bidco Shares. As soon as possible after the completion of such sale, the Depositary will send to each U.S. Shareholder a cheque equal to such U.S. Shareholder's pro rata share of the proceeds of the sale of all Bidco Shares by the Depositary, net of sales commissions and any applicable withholding taxes.

27. AIC Advantage Fund, AIC Advantage Fund II, and AIC Diversified Canadian Fund (AIC Fund Cl. Shareholders") holdshares of Cl. (the C.I. Shares") to which are attached approximately 18% of the voting rights attached to all the voting securities of Cl. currently outstanding. Cl. has made the C.I. Offer and has offered C.I. Shares as partial consideration under the C.I. Offer.

28. Without prejudice to any determination that is required to be made under paragraph 31 below, the Bidco Offer,

when made, will be financially superior to the C.I. Offer for the holders of Mackenzie Shares.

29. Any decision by the Fund Manager of the AIC Fund Mackenzie Shareholders

(a) whether or not to accept the Bidco Offer, the C.I. Offer or any other offer or alternative transaction,

(b) whether or not to opt for cash consideration, share consideration, or a combination of cash and share consideration,

(c) whether to act in another manner, such as to dissent or sell their Mackenzie Shares in the marketplace or otherwise, or

(d) concerning the timing of the announcement of any decisions referred to above,

will be made in a manner consistent with the Fund Manager's fiduciary obligations towards the security holders of the AIC Fund Mackenzie Shareholders.

30. In this case, the fiduciary obligation of the Fund Manager is to maximize the returns for the security holders of the AIC Fund Mackenzie Shareholders. Therefore, the Fund Manager will make those decisions which maximize returns in respect of the Mackenzie Shares held by AIC Fund Mackenzie Shareholders.

31. In order to ensure that the decisions referred to in paragraph 29 are made in accordance with the fiduciary obligations referred to in paragraph 29 and 30, the Fund Manager has or will put in place a mechanism to provide for an independent consideration by a qualified and independent financial advisor of the matters referred to in paragraph 29.

32. In the absence of the Decision, the AIC Fund Mackenzie Shareholders may essentially be precluded from accepting the Bidco Offer in consideration of the Share Option or combination of the Cash Option and Share Option, because the Investment Restriction prohibits them from acquiring and holding Bidco Shares.

33. In the absence of the Decision, the AIC Fund Mackenzie Shareholders would essentially be precluded from accepting the C.I. Offer inconsideration of C.I. Shares or a combination of a cash and C.I. Shares, because the Investment Restriction prohibits the AIC Funds as a group from acquiring or holding C.I. Shares to which are attached more than 20% of the voting rights attached to all the voting securities of C.I. currently outstanding (the "20% Limit"). Since the AIC Fund Cl. Shareholders currently hold 18% of the outstanding C. I. Shares, it is possible that the tender of 19.1% Mackenzie Shares held by the AIC Fund Mackenzie Shareholders for C.I. Shares as full or partial consideration would result in the AIC Funds as a group exceeding the 20% Limit.

January 5, 2001 (2001) 24 OSCB 96


34. In the absence of the Decision, the Fund Manager would be prohibited by the Portfolio Manager Restriction from causing the AIC Fund Mackenzie Shareholders

(a) to effectively invest in Bidco by electing to receive Bidco Shares under the Bidco Offer, given that Bidco and AIC have common directors and officers, unless certain requirements are met, or

(b) to effectively sell their holding of Mackenzie Shares to Bidco and to effectively purchase Bidco Shares from Bidco under the Bidco Offer, given that Bidco is a "responsible person" as defined in the Legislation.

35. CDPQ and the AIC Controlling Shareholders will receive consideration from Bidco for their Mackenzie Shares under the Bidco Roll-Over Transactions that is not identical to the consideration to be offered to the other shareholders of Mackenzie. In the absence of the Decision, the Bidco Roll-Over Transactions and the Related Agreements could potentially constitute a violation of the Identical Consideration Requirement, the Prohibition on Collateral Agreements and the Pre-bid Integration Requirement.

Shares, the AIC Fund Mackenzie Shareholders do not hold Bidco Shares, and

(iii) the Fund Manager will ensure that such Bidco Shares are not voted at any meeting of Bidco shareholders;

(b) except in Quebec and Manitoba, if the AIC Fund Mackenzie Shareholders accept the C. I. Offer, the AIC Fund Mackenzie Shareholders are exempt from the Investment Restriction solely to enable them to tender to such offer, provided that, if the aggregate of C.I. Shares received under the C.I. Offer and the existing holdings of AIC Fund C.I. Shareholders exceeds the 20% Limit, the Fund Manager will take all necessary steps to ensure that the AIC Funds will divest all or a portion of the C.I. Shares in excess of the 20% Limit as quickly as it is commercially reasonable, so that, no later than 24 months from the date of the acquisition of such C. I. Shares, the AIC Funds as a group do not hold C.I. Shares in excess of the 20% Limit;

(c) except in Quebec and Manitoba, the Fund Manager is exempt from the Portfolio Manager Restriction, solely to enable the AIC Fund Mackenzie Shareholders to tender their holdings of Mackenzie Shares to the Bidco Offer and to elect (or be deemed to elect) to receive Bidco Shares as full or partial consideration;

36. The Bidco Roll-Over Transactions and the Related Agreements are necessary for business purposes (d) related to the structuring and the making of the Bidco Offer, and not for the purpose of increasing the value of the consideration to be paid to CDPQ and the AIC Controlling Shareholders for their Mackenzie Shares.

in connection with the Bidco Offer, Bidco is exempt from the Identical Consideration Requirement insofar as U.S. Shareholders who accept the Offer may receive cash proceeds from the Depositary's sale of Bidco Shares in accordance with the procedure set out in paragraph 26 above instead of BidcO Shares; and

AND WHEREAS pursuant to the System this MRRS Decision Document evidences the Decision of each Decision Maker:

AND WHEREAS each Decision Maker is satisfied that the test contained in the Legislation that provides the Decision Maker with the jurisdiction to make the decision has been met;

THE DECISION of the Decision Makers pursuant to the Legislation is that:

(a) except in Quebec and Manitoba, if the AIC Fund Mackenzie Shareholders accept the Bidco Offer, the AIC Fund Mackenzie Shareholders are exempt from the Investment Restriction solely to enable them to tender to such offer, provided that,

(e) the Bidco Roll-Over Transactions and the Related Agreements are made for purposes other than to increase the value of the consideration paid to CDPQ and the AIC Controlling Shareholders for their Mackenzie Shares, and may be entered into notwithstanding the Prohibition on Collateral Agreements, the Identical Consideration Requirement and the Pre-Bid Integration Requirement.

December 7th, 2000.

"Robert W. Korthals"

"J.A. Geller"

(i) except as otherwise permitted by this Decision or any exemption granted under National Instrument 81-102 - Mutual Funds, the AIC Fund Mackenzie Shareholders will in no case acquire more Bidco Shares than is legally permissible under the Legislation,

(ii) the Fund Manager will take all necessary steps to ensure that the AIC Fund Mackenzie Shareholders will divest all or a portion of such Bidco Shares as quickly as it is commercially reasonable, so that, no later than 24 months from the date of acquisition of such Bidco

January 5, 2001 (2001) 24 OSCB 97


2.1.19 Credential Funds - MRRS Decision

Headnote

Mutual Reliance Review System for Exemptive Relief Applications - Relief granted from certain of the self dealing requirements regarding investments for specified purposes by mutual funds in securities of mutual funds that are under common management,

Applicable Ontario Provisions

Securities Act, R.S.O. 1990, c. S.5 as am., s. 11 1(2)(6) and s. 1 17(1)(a).


ONTARIO, NOVA SCOTIA, NEWFOUNDLAND, PRINCE EDWARD ISLAND, AND YUKON TERRITORY

AND


AND

IN THE MATTER OF CREDENTIAL SELECT BALANCED PORTFOLIO, CREDENTIAL SELECT GROWTH

PORTFOLIO, CREDENTIAL SELECT HIGH GROWTH PORTFOLIO


• WHEREAS the local securities regulatory authority or regulator (the "Decision Maker") in each of British Columbia, Alberta, Saskatchewan, Ontario, Nova Scotia, Prince Edward Island, Newfoundland, and the Yukon Territory (the "Jurisdictions") has received an application from Ethical Funds Inc. ("EFI") in its capacity as Manager of the Credential Select Growth Fund, Credential Select Balanced Fund and Credential Select High Growth Fund (the "Credential Select Funds") for a decision under the securities legislation of the Jurisdictions (the "Legislation") that;

the provision contained in the Legislation prohibiting a mutual fund from knowingly making or holding an investment in a person or company in which the mutual fund, alone or together with one or more related mutual funds, is a substantial securityholder;

2. the requirement contained in the Legislation for a mutual fund manager to file a report in the required form for each mutual fund to which the mutual fund manager provides services or advice respecting a purchase or sale of securities between the mutual fund and any related person; and

3. other than in Ontario, the provision contained in the Legislation prohibiting a mutual fund or responsible person or if applicable, a portfolio manager, from

knowingly causing the mutual fund to invest in any issuer in which a responsible person is an officer or director unless the specific fact is disclosed to the client and, if applicable, the written consent of the client to the investment is obtained before the purchase;

(the 'Applicable Requirements") shall not apply to investments by the Credential Select Funds directly in securities of certain third party or EFI managed mutual funds (the "Underlying Funds"):

AND WHEREAS under the Mutual Reliance Review System for Exemptive Relief Applications (the "System"), the British Columbia Securities Commission is the principal regulator for this application:

AND WHEREAS EFI has represented to the Decision Makers that:

EFI is a corporation established under the laws of Canada and is the manager of the Credential Select Funds; the head office for EFI is located in Vancouver, British Columbia;

2. EFI is registered as an investment counsel and portfolio manager under the Legislation in British Columbia;

3. the Credential Select Funds will be comprised of three open-ended mutual fund trusts, each of which will be established under the laws of British Columbia and will be qualified for distribution in all Jurisdictions by means of a simplified prospectus and annual information form (the "Prospectus"); upon obtaining the receipt for the Prospectus, each of the Credential Select Funds will become a reporting issuer or the equivalent under the Legislation of the Jurisdictions;

4. under the Prospectus, each Credential Select Fund will offer Class A units;

5. each of the Credential Select Funds will invest specified percentages (the "Fixed Percentages") of its assets in units of third party or EFI managed Underlying Funds and may not deviate more than 2.5% above or below the Fixed Percentages (the "Permitted Range");

6. the Underlying Funds are or will be qualified for distribution in the Jurisdictions under a simplified

• prospectus and annual information form; none of the Underlying Funds include investing directly or indirectly

• in other mutual funds in its investment objective:

7. the Prospectus will contain disclosure with respect to the investment objectives, investment policies, Fixed Percentages, Permitted Range, maximum management fees and risk profiles of the Credential Select Funds, as well as the name, manager, investment objectives, management expense ratio and risks of each Underlying Fund;

January 5, 2001 (2001) 24 OSCB 98


8. each of the Credential Select Funds will have different investment objectives, which will determine the investment allocation among the Underlying Funds;

if at any time the investment of a Credential Select Fund in an Underlying Fund deviates from the Permitted Range, the necessary changes will be made to the Credential Select Funds investment portfolio as at the next valuation date in order to bring its investments in accordance with the Fixed Percentage;

10. the Fixed Percentages and the Underlying Funds disclosed in the Prospectus will not be changed unless the Prospectus is amended to reflectthe proposed change and the amended Prospectus is filed with and receipted by the Decision Makers and existing unitholders of the applicable Credential Select Fund are given at least 60 days prior notice of the proposed change; each purchaser of units of the applicable Credential Select Fund who acquires units following the delivery of such written notice to existing unitholders will be provided with an amended Prospectus;

11. the purchase and sale of securities of an Underlying Fund by a Credential Select Fund will represent the business judgment of responsible persons uninfluenced by considerations other than the best interests of the Credential Select Fund;

12. except to the extent evidenced by this decision and specific approvals granted by the Decision Makers under National Instrument 81-102, the investments by the Credential Select Funds in the Underlying Funds have been structured to comply with the investment restrictions of the Legislation and National Instrument 81-102;

13. in the absence of this Decision, under the Legislation, the Credential Select Funds are prohibited from (a) knowingly making an investment in a person or company in which the mutual fund, alone or together with one or more related mutual funds, is a substantial securityholder; and (b) knowingly holding an investment referred to in subsection (a) hereof. As a result, the Credential Select Funds would be required to divest themselves of any investments referred to in subsections (a) and (b) hereof; and

14. in the absence of this Decision, the Legislation requires EFI to file a report on every purchase or sale of securities of the Underlying Funds by the Credential Select Funds;


AND WHEREAS each of the Decision Makers is satisfied that the test contained in the Legislation that provides

the Decision Maker with jurisdiction to make the Decision has been met;

The Decision of the Decision Makers under the Legislation is that the Applicable Requirements shall not apply to the Credential Select Funds investing in, or redeeming the securities of, the Underlying Funds:

PROVIDED THAT IN RESPECT OF the investment by the Credential Select Funds directly in securities of the Underlying Funds:

this Decision, as it relates to the jurisdiction of a Decision Maker, will terminate one year after the publication in final form of any legislation or rule of that Decision Maker dealing with matters in section 2.5 of National Instrument 81-102; and

2. this Decision shall only apply in respect of investments made by the Credential Select Funds in compliance with the following conditions:

a) securities of the Credential Select Funds and the Underlying Funds are offered for sale in the jurisdiction of the Decision Maker under a prospectus that has been filed with and receipted by the Decision Maker;

b) each Credential Select Fund invests its assets (exclusive of cash and cash equivalents) in the Underlying Funds in accordance with the Fixed Percentages, subject to a permitted variation above or below such Fixed Percentages to account for market fluctuations of not more than 2.5% of the net asset value of the Credential Select Fund;

c) the Prospectus will disclose the intent of each Credential Select Fund to invest in securities of the Underlying Funds, the names of the Underlying Funds, the Fixed Percentages, and the Permitted Ranges within which such Fixed Percentages may vary;

d) the investment by each Credential Select Fund in the Underlying Funds is compatible with the fundamental investment objective of the Credential Select Fund;

e) the Fixed Percentages and the Underlying Funds which are disclosed in the Prospectus may be changed only if the Prospectus is amended, or a new prospectus is filed, and

• receipted and in either event, if the unitholders of • the Credential Select Fund are given at least 60

days notice of the proposed change;

if at any time the investment of a Credential Select Fund in an Underlying Fund deviates from the Permitted Range, the necessary changes are made to the Credential Select

January 5, 2001 (2001) 24 OSCB 99


Fund's investment portfolio as at the next valuation date in order to bring its investments in accordance with the Fixed Percentage;

g) there are compatible dates for the calculation of the net asset value of the Credential Select Funds and the Underlying Funds for the purpose of the issue and redemption of the securities of such mutual funds;

h) in the event of the provision of any notice to unitholders of an Underlying Fund, as required by the constating documents of or the laws applicable to the Underlying Fund, such notice will also be delivered to the unitholders of each Credential Select Fund that holds securities of the Underlying Fund; all voting rights attached to the securities of the Underlying Funds that are directly owned by a Credential Select Fund will be passed through to the unitholders of the Credential Select Fund;

n) the simplified prospectus of the Credential Select Funds discloses that the simplified prospectus and annual information forms of the Underlying Funds are available upon request and unitholders will receive the annual and, upon request, the semi-annual financial statements of the Credential Select Fund together with (i) appropriate summary disclosure in the financial statements of the Credential Select Fund concerning each Underlying Fund in which it invests; or (ii) upon request, the annual and semi-annual financial statements of each applicable Underlying Fund in either a combined report containing both the Credential Select Fund and Underlying Fund financial statements, or in a separate report containing Underlying Fund financial statements; and

o) the Credential Select Funds do not invest in any mutual funds (including RSP clone funds) that include investing directly or indirectly in other mutual funds as their investment objective.

in the event that a meeting is called for the unitholders of an Underlying Fund, all of the DATED December 1, 2000. disclosure and notice material prepared in connection with such meeting and received by a Credential Select Fund will be provided to its Brenda Leong unitholders, and such unitholders will be entitled Director to direct a representative of the Credential Select Fund to vote its holdings in the Underlying Fund in accordance with their direction; the representative of the Credential Select Fund will not be permitted to vote its holdings in the Underlying Fund except to the extent the unitholders of the Credential Select Fund so direct;

j) no sales charges are payable by the Credential Select Funds in relation to purchases of securities of the Underlying Funds;

k) no fees and charges of any sort are paid by the Credential Select Funds and the Underlying Funds, their respective managers or principal distributors, or by any affiliate or associate of any of the foregoing entities to anyone in respect of the Credential Select Fund's purchase, holding or redemption of the securities of the Underlying Funds;

I) the arrangements between or in respect of the Credential Select Funds and the Underlying Funds are such as to avoid the duplication of management fees;

m) any management fee rebates received from the Underlying Funds will be retained by the Credential Select Fund for the benefit of the unitholders of the Credential Select Fund;

January 5, 2001 (2001) 24 OSCB 100


2.2 Orders

2.2.1 BMO Funds et al. - s.144

Headnote

Section 144— Partial revocation of cease trade order granted to permit trades solely for the purpose of establishing a tax loss for income tax purposes, in accordance with OSC Policy 57-602.

Statutes Cited

Securities Act, R.S.O. 1990, c.S.5, as am., ss. 6(3), 127 and 144.

Policies Cited OSC Policy 57-602.

IN THE MATTER OF THE SECURITIES ACT, R.S.O. 1990, CHAPTERS S.5, AS AMENDED (the "Act")

AND

IN THE MATTER OF BMO EQUITY INDEX FUND, BMO PRECIOUS METALS FUND, AND BMO RESOURCE FUND

AND

CINAR CORP., YBM MAGNEX INTERNATIONAL, INC., ANVIL RANGE MINING CORPORATION AND ICE

DRILLING ENTERPRISES INC. ORDER(Section 144)

WHEREAS the securities of Cinar Corp. (Cinar") currently are subject to an Order of the Ontario Securities Commission (the "Commission") made on June 20, 2000 (the "Cinar Cease Trade Order") pursuant to section 127 of the Act, ordering that trading in any securities of Cinar cease;

AND WHEREAS the securities of .YBM Magnex International, Inc. ("YBM") currently are subject to an Order of the Commission made on May 28, 1998 (the "YBM Cease Trade Order") pursuant to section 127 of the Act, extending a Temporary Cease Trade Order of the Commission made on May 13, 1998, ordering that trading in any securities of YBM cease until a hearing is concluded, which hearing was ordered adjourned sine die by the Commission on August 17, 1998, not to be brought back on by YBM unless and until YBM has filed with the Commission audited statements;

AND WHEREAS the securities of Anvil Range Mining Corporation ("Anvil") currently are subject to an Order of the Commission made on May 25, 1998 (the "Anvil Cease Trade Order") pursuant to section 127 of the Act, ordering that trading in any securities of Anvil cease;

AND WHEREAS the securities of Ice Drilling Enterprises Inc. ("Ice") currently are subject to an Order of the Commission made on April 15, 1999 (the "Ice Cease Trade Order") pursuant to section 127 of the Act, ordering that trading in any securities of Ice cease;

AND WHEREAS BMO Equity Index Fund (the "Index Fund"), BMO Precious Metals Fund (the "Metals Fund"), and BMO Resource Fund (the "Resource Fund") (collectively, the "Vendors") have made application to the Commission pursuant to section 144 of the Act (the "Application") for an order varying the Cinar Cease Trade Order, YBM Cease Trade Order, Anvil Cease Trade Order and Ice Drilling Cease Trade Order (collectively, the "Cease Trade Orders") in order to allow for the disposition by the Index Fund of 18,900 common shares of Cinar and 30,800 securities of YBM, the Metals Fund of 296,800 common shares of Anvil and the Resource Fund of 1,627,900 shares of Ice Drilling respectively (the "Securities') for the purpose of establishing a tax loss;

AND WHEREAS Ontario Securities Commission Policy 57-602 provides that the Commission is prepared to vary an outstanding cease trade order to permit the disposition of securities subject to the cease trade order for the purpose of establishing a tax loss where the Commission is satisfied that the disposition is being made, so far as the securityholder is concerned, solely for the purpose of that securityholder establishing a tax loss and provided that the securityholder provides the purchaser with a copy of the cease trade order and the variation order;

AND UPON considering the Application and the recommendation of the staff of Commission;

AND UPON the Vendors having represented to the Commission that:

The Vendors acquired the Securities prior to the issuance of the Cease Trade Orders;

The Vendors will effect the proposed disposition of the Securities (the "Disposition") solely for the purpose of establishing a tax loss in respect of such Disposition;

TD Securities Inc. has agreed to purchase the securities of YBM from the Index Fund at an aggregate purchase price of $1.00;

TD Securities Inc. will purchase and hold the securities of YBM as principal; and

The Vendors will provide the purchasers with a copy of the Cease Trade Orders and this Order;

AND UPON the Commission being of the opinion that to do so would not be prejudicial to the public interest;

IT IS ORDERED pursuant to section 144 of the Act that the Cease Trade Orders be and are hereby varied in order to permit the Disposition.


"John Hughes"

January 5, 2001 (2001) 24 OSCB 101


2.2.2 Collin Fraser, George A.T. Williams, •Frederic Lapointe and Royal Oak Ventures-5.144

Headnote

Partial revocation of cease trade order pursuant to section 144 of the Act granted to permit trades solely for the purpose of establishing a tax loss income tax purposes, in accordance with OSC Policy 57-602.

Status Cited

Securities Act, R.S.O. 1990, c.S. 5, as am., ss. 6(3) 127 and 144.

Policies Cited

OSC Policy 57-602.

IN THE MATTER OF THE SECURITIES ACT, R.S.O. 1990, CHAPTER S.5, AS AMENDED (the "Act")

AND

IN THE MATTER OF COLLIN FRASER, GEORGE A.T. WILLIAMS and

FREDERIC LAPOINTE

AND

ROYAL OAK VENTURES INC.

ORDER (Section 144)

WHEREAS the securities of Royal Oak Ventures Inc. formerly Royal Oak Mines Inc, are subject to an Order of the Ontario Securities Commission (the "Commission") dated March 1, 2000 (the "Cease Trade Order") pursuant to section 127 of the Act, extending a Temporary Order of the Commission dated February 16, 2000 made under section 127 of the Act, ordering that trading in securities of Royal Oak Ventures Inc. cease;

AND WHEREAS Cohn Fraser, George A.T. Williams and Frederic Lapointe ( the "Vendors") have made an application to the Commission pursuant to section 144 of the Act (the "Application") for an order varying the Cease Trade Order in order to allow for the disposition by the said Cohn Fraser, George A. T. Williams and Frederic Lapointe of 5,000, 3,000 and 160 common shares of Royal Oak Ventures Inc. (the "Securities") respectively for the purpose of establishing a tax loss;

AND WHEREAS Ontario Securities Commission Policy 57-602 provides that the Commission is prepared to vary an outstanding cease trade order to permit the disposition of securities subject to the cease trade order for the purpose of establishing a tax loss where the Commission is satisfied that the disposition is being made, so far as the securityholder is concerned, solely for the purpose of that securityholder establishing a tax loss and provided that the securityholder

provides the purchaser with a copy of the cease trade order and the variation order;

AND UPON considering the Application and the recommendation of the staff of the .Commission;

AND UPON the Vendors having represented to the Commission that:

(i) The Vendors acquired the Securities prior to the issuance of the Cease Trade Order;

(ii) The Vendors will effect the proposed disposition of the Securities (the "Disposition") solely for the purpose of establishing a tax loss in respect of such Disposition; and

The Vendors have provided purchaser Etel Grunberg (the "Purchaser") with a copy of the Cease Trader Order and will provide the Purchaser with a copy of the present Order; and

(iv) The Vendors have purchased the Securities for an average cost per share of $ 1.7713 for Cohn Fraser, $ 0.87667 for George A. T. Williams and $ 6.0525 for Frederic Lapointe, and the Purchaser has agreed to purchase 'the Securities for a total consideration of $1.00 to each of the Vendors; and

(v) The Vendors have represented that they have no relation with the issuer Royal Oak Ventures Inc.;

AND UPON the Commission being of the opinion that to do so would not be prejudicial to the public interest;

IT IS ORDERED pursuant to section 144 of the Act that the Cease Trade Order be and is hereby varied in order to permit the Disposition.

December 20th, 2000

"John Hughes" Manager, Continuous Disclosure

January 5, 2001' (2001) 24 OSCB 102


2.2.3 BT Capital Advisors - s. 78(1) CFA

Headnote

Section 78(1) - Variation of an Order made on December 29, 1999 pursuant to subsection 38(1) of the CFA, exempting BTCA and its officers, for a period of one year, from the requirement in paragraph 22(1)(b) of the CFA in respect of advising certain mutual funds and non-redeemable investment funds in Ontario in respect of trades in commodity futures contracts traded on commodity futures exchanges outside Canada and cleared through clearing corporations outside Canada, by replacing the reference to "one year with "two years starting on December 29, 2000".

Statutes Cited

Commodity Futures Act, R.S.O. 1990. c C20, as am., ss.38(1), 78(1)

IN THE MATTER OF THE COMMODITY FUTURES ACT, R.S.O. 1990, CHAPTER C. 20, AS AMENDED (the "CFA")

AND

IN THE MATTER OF BT CAPITAL ADVISERS INC.

ORDER

(Section 78(1) of the CFA)

WHEREAS BT Capital Advisers Inc. ("BTCA") has applied (the "Application") to the Ontario Securities Commission (the "Commission") for an order pursuant to section 78(1) of the CFA varying an order (the 'Order") of the Commission dated December 29,: 1999, In the Matter of BT Capital Advisers Inc., made under Subsection 38 (1) of the CFA;

AND UPON considering the Application and the recommendation of staff of the Commission:

AND UPON BTCA having represented to the Commission that:

The Order states that BTCA and its officers are not subject to the requirement of paragraph 22 (1) (b) of the CFA in respect of investments in or the use of commodity futures contracts traded on commodity futures exchanges outside Canada and cleared through clearing corporations outside Canada (the "Proposed Advisory Business'), for a period of one year;

2. BTCA desires to continuing its Proposed Advisory Business in Ontario after December 29, 2000 and as a result, is requesting pursuant to section 78(1) of the CFA, that the Order be varied by replacing the reference to "one year" in the last paragraph of the Order with "two years starting on December 29, 2000"; and

BTCA has undertaken to continue complying with all the terms and conditions set forth in the Order.

AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest.

IT IS ORDERED pursuant to section 78(1) of the CFA, that the Order be varied by replacing the reference to "one year" in the last paragraph of the Order with "two years starting on December 29, 2000".

December 22nd 2000.

"John A. Geller"

"Robin W. Korthals"

January 5, 20010

(2001) 24 OSCB 103


2.2.4 Mobil Corporation - s. 83

Headnote

Issuer deemed to have ceased to be reporting issuer under the Act.

Statutes Cited

Securities Act, R.S.O. 1990, c.S.5, as am., ss. 1(1), 6(3) and 83.

IN THE MATTER OF THE SECURITIES ACT, R.S.O. 1990, CHAPTER S.5, AS AMENDED (THE "ACT")

AND IN THE MATTER OF

MOBIL CORPORATION

ORDER (Section 83)

WHEREAS Exxon Mobil Corporation ('ExxonMobil"), a corporation formed under the laws of New Jersey, has applied for an order pursuant to section 83 of the Act; on behalf of Mobil Corporation (Mobil');

AND UPON it being represented to the Commission that:

1. Mobil was formed under the laws of the State of Delaware and is a reporting issuer in Ontario since September 15, 1979;

2. Mobil merged with and into Lion Acquisition Subsidiary Corporation, a wholly-owned subsidiary of Exxon Corporation (Exxon"), on November 30, 1999 (the "Effective Date") and Exxon became the sole shareholder of Mobil as a result of that merger. Also on the Effective Date, Exxon changed its name to ExxonMobil;

3. ExxonMobil currently holds all common shares of Mobil;

4. the common shares of Mobil were listed on The Toronto Stock Exchange until the close of trading on December 6, 1999;

5. no preferred shares of Mobil are outstanding; and

6. no outstanding debt securities of Mobil are publicly traded in Canada.

AND UPON the undersigned Manager being satisfied that to grant this order would not be prejudicial to the public interest;

IT IS ORDERED pursuant to section 83 of the Act that Mobil is deemed to have ceased to be a reporting issuer for the purposes of the Act.

December, 2000.

2.2.5 First Federal Capital (Canada) Corporation and Monte Freisner - s.127(7)

IN THE MATTER OF THE SECURITIES ACT R.S.O. 1990, c.S.5, AS AMENDED

-AND.-

IN THE MATTER OF FIRST FEDERAL CAPITAL (CANADA) CORPORATION

and MONTE MORRIS FRIESNER

ORDER (Section 127(7))

WHEREAS on December 11, 2000 the Ontario Securities Commission (the "Commission") ordered pursuant to section 127 of the Securities Act, R.S.O. 1990, c. S.5, as amended (the "Act") that all trading in securities by First Federal Capital (Canada) Corporation and Monte Morris Friesner cease for a period of fifteen days from the date thereof (the "Temporary Order");

AND WHEREAS on December 12, 2000 the Commission issued a Notice of Hearing pursuant to sections 127 and 127.1 of the Act

AND WHEREAS the Commission has been advised that the respondents request an adjournment of the hearing and that Staff and the respondents have consented to an order extending the Temporary Order on the terms set out below until the hearing is concluded;

AND WHEREAS the Commission is of the opinion that it is in the public interest to do so;

IT IS THEREFORE ORDERED pursuant to section 127(7) of the Act, that:

(1) this hearing is adjourned sine die, to be brought back before the Commission on 7 days notice by either party; and

(2) the Temporary Order is extended until this hearing is concluded and a decision rendered or until otherwise ordered by the Commission.

December 20, 2000.

UJA Geller" "R. Stephen Paddon"

"Howard Wetston"

January 5, 2001 (2001 )24 OSCB 104


2.2.6 Global Privacy Management Trust and Robert Cranston - s127(7)

IN THE MATTER OF THE SECURITIES ACT R.S.O. 1990, c.S.5, AS AMENDED ("the Act")

-AND-

IN THE MATTER OF GLOBAL PRIVACY MANAGEMENT TRUST and

ROBERT CRANSTON


WHEREAS on December 8, 2000 the Ontario Securities Commission (the "Commission") ordered pursuant to section 127 of the Securities Act, R.S.O. 1990, c. S.5, as amended (the "Act') that all trading in securities by Robert Cranston and Global Privacy Management Trust cease for a period of fifteen days from the date thereof (the "Temporary Order");

AND WHEREAS on December 12, 2000 the Commission issued a Notice of Hearing pursuant to sections 127 and 127.1 of the Act;

AND WHEREAS the Commission has been advised that the respondents request an adjournment of the hearing and that Staff and the respondents have consented to an order extending the-Temporary Order on the terms set out below until the hearing is concluded;



(1) this hearing is adjourned sine die, to be brought back before the Commission on 7.days notice by either party; and


December 20, 2000.

"J.A. Geller" "R. Stephen Paddon"

"Howard Wetston"

2.2.7 Offshore Marketing Alliance and Warren English -s.I27(7)

IN THE MATTER OF THE SECURITIES ACT R.S.O. 1990, c. S.5, AS AMENDED ("the Act")

-AND-

IN THE MATTER OF OFFSHORE MARKETING ALLIANCE and WARREN

ENGLISH

• ORDER (Section 127(7))

WHEREAS on December 11, 2000 the Ontario Securities Commission (the "Commission") ordered pursuant to section 127 of the Securities Act, R.S.O. 1990, c. S,5, as amended (the "Act') that all trading in securities by Offshore Marketing Alliance and Warren English cease for a period of fifteen days from the date thereof (the "Temporary Order");

AND WHEREAS on December 12, 2000 the Commission issued a Notice of Hearing pursuant to sections 127 and 127.1 of the Act;

AND WHEREAS the Commission has been advised that the respondents request an adjournment of the hearing and that Staff and the respondents have consented to an order extending the Temporary Order on the terms set out below until the hearing is concluded;





December 20, 2000.

"J. A. Geller" "R. Steohen Paddon"

"Howard Wetston"

.January 5,2001 (2001) 24 OSCB 105


2.2.8 Terry G. Dodsley - s. 127(7)

IN THE MATTER OF THE SECURITIES ACT R.S.O. 1990, c. S.5, AS AMENDED

-AND-

IN THE MATTER OF TERRY G. DODSLEY


WHEREAS on December 7, 2000 the Ontario Securities Commission (the "Commission) ordered pursuant to section 127 of the Securities Act, R.S.O. 1990, c. S.5, as amended (the "Act") that all trading in securities by Terry G. Dodsley cease for a period of fifteen days from the date thereof (the "Temporary Order");

AND WHEREAS on December 12, 2000 the Commission issued a Notice of Hearing pursuant to sections 127 and 127.1 of the Act,

AND WHEREAS the Commission has been advised that the respondent requests an adjournment of the hearing and that Staff and the respondent has consented to an order extending the Temporary Order on the terms set out below until the hearing is concluded;





December 20, 2000.

"J. A. Geller" "R. Stephen Paddon"

"Howard Wetston"

2.2.9 Scaffold Connection Corporation - s. 144

Headnote

Section 144- revocation of cease trade order upon remedying do default, updating of public disclosure record and delivering financial statements to shareholders.

Statutes Cited

Securities Act, R.S.O. 1990, c.S.5, as am., s. 127 and 144.

Regulations Cited

Regulation made under the Securities Act, R.R.O. 1990, Reg. 1015, as am.,

IN THE MATTER OF THE SECURITIES ACT, R.S.O. 1990,CHAPTER S.5, AS AMENDED (the "Act")

AND

IN THE MATTER OF SCAFFOLD CONNECTION CORPORATION

ORDER (Section 144)

WHEREAS the securities of Scaffold Connection Corporation (Scaffold") are subject to a Temporary Order of the Director dated May 29, 2000 and extended by Order the Director dated June 9, 2000 made under section 127 of the Act (collectively, the "Cease Trade Order") directing that trading in the securities of Scaffold cease;

WHEREAS Scaffold has made application to the Ontario Securities Commission (the "Commission") pursuant to section 144 of the Act for an order to revoke the Cease Trade Order;

AND UPON considering the application and the recommendation of staff of the Commission;

AND UPON the Corporation having represented to the Commission that:

Scaffold is a corporation continued under the laws of the Province of Alberta on October 5, 1995 and its head office is located in Fort Saskatchewan, Alberta;

2. Scaffold is a reporting issuer under the Act;

3. the authorized share capital of Scaffold consists of an unlimited number of common shares (the "Common Shares"), an unlimited number of non-voting common shares, an unlimited number of first preferred shares issuable in series, and an unlimited number second preferred shares issuable in series, of which 22,498,058 Common Shares were issued and outstanding as of.the date hereof;

4. the common Shares are listed on The Toronto Stock Exchange (the "TSE") but are currently suspended from trading over the TSE (the "TSE Suspension");

January 5, 2001 (2001)24 OSCB 106


on August 26, 1999, Scaffold announced that a payroll 15 audit revealed an error in the recording of Scaffold's payroll related expenses in 1998 (the "Payroll Error") causing Scaffold's earnings before income taxes as reported in the year ended December31, 1998 financial statements (the "1998 Statements") to be overstated by approximately $1,750,000;

due to delays related to the CCAA process, Scaffold did not file, nor subsequently mail to its shareholders, its restated annual audited financial statements for the year ended December 31, 1998 and its comparative annual financial statements, Management Discussion & Analysis ("MD&A") and Annual Information Form ("AIF") for the year ended December 31, 1999 within the time periods stipulated under Ontario securities law;

6. on September 13, 1999, Scaffold issued a press release informing the public (i) of the Payroll Error and its impact of the 1998 Statements, (ii) that Scaffold's auditors had withdrawn their audit report dated May 7, 1999 on the 1998 Statements, and (iii) that the 1998 Statements would be restated;

7. on December 23, 1999, an application was made under the Companies' Creditors Arrangement Act (Canada)(the "CCAA") to the Court of Queen's Bench of Alberta (the "Court") by Scaffold's principal lender, the Bank of Montreal, respecting, inter alia, a stay of all actions, suits and proceedings, and the filing of a formal plan of arrangement and compromise (the "Plan of Arrangement") involving Scaffold and its creditors;

8. the resulting Court order (the "Order"), inter alia, appointed KPMG Inc. as monitor and directed that the Plan of Arrangement be filed with the Court within 90 days of the date of the Order;

9. the Court subsequently granted orders extending the date for filing of the Plan of Arrangement with the Court to March 27, 2000 and extending the stay of all actions, suits and proceedings until the earlier of the date the Plan of Arrangement is implemented and . January 31, 2001;

10. the Plan of Arrangement was filed with the Court on March 24, 2000, and was amended and restated on April 18, 2000 and June 16, 2000 and was further amended by amendments dated August 4, 2000, August 11, 2000, August 15, 2000, September 1 . 5, 2000 and December 7, 2000;

11. the Plan of Arrangement provides, inter alia, that certain of Scaffold's creditors will receive free trading common shares of Scaffold in satisfaction of debt owing to them by Scaffold;

12 Scaffold estimates that the Plan of Arrangement will result in approximately $20,000,000 of unsecured indebtedness being converted into approximately 35,400,000 Common Shares;

13. the Plan of Arrangement was approved by Scaffold's shareholders on August 18, 2000 and by Scaffold's unsecured creditors on August 15, 2000 and by Scaffold's secured creditors on August 15, 2000; the Court has ordered that those amendments dated August 15, 2000, September 15, 2000 and December 7; 2000 are not prejudicial to and do not materially affect the creditors or shareholders of Scaffold;

14. the Plan of Arrangement was approved by the Court on December 8, 2000; . .

16. on May 29, 2000, the Director issued an interim cease trade order pursuant to subsections 127(1) and (5) of the Act directing that trading in the securities of Scaffold cease for a period of 15 days;

17. on June 9, 2000, the Director issued a permanent cease trade order pursuant to subsection 127(8) of the Act directing that trading in the securities of Scaffold cease until revoked by a further order of revocation;

18. the comparative annual financial statements and MD&A for the year ended December 31,. 1999, restated comparative annual financial statements for the year ended December 31, 1998 and the interim -financial statements for the period ended March 31, 2000 were filed via SEDAR on June 13, 2000 and mailed to the shareholders. of Scaffold on June 20, 2000. Scaffold's

- . AlE was filed via SEDAR on June 19, 2000;

19. Scaffold issued a press release on December 8, 2000 and filed a Material Change Report on December 12, 2000 which (i) explain the reasons for the significant changes made to the 1998 Statements and for the delay in filing its comparative annual financial statements, MD&A and AIF for the year ended December 31, 1999, and (ii) outline the steps Scaffold has taken and will take to ensure that future errors do not recur, including theappointment of a new chief financial officer, the addition of two new outside directors following the implementation of the Plan of Arrangement, and the implementing of new tracking and control systems;

20. except for the Cease Trade Order, Scaffold is not in default of any of the requirements of the Act or the rules or regulations made thereunder and has not been subject to any previous cease trade order issued by the Commission; and

21. Scaffold is not considering, nor is it involved in any discussion relating to, a reverse take-over or similar transaction;

22. Scaffold has made a concurrent application to revoke a similar cease trade order imposed by the Alberta Securities Commission (the "Alberta Cease Trade Order");

23. the TSE is expected to automatically lift the TSE Suspension if and when the Cease Trade Order and Alberta Cease Trade Order are revoked;

AND UPON the Commission being satisfied that Scaffold has now complied with the continuous disclosure requirements under Part XVIII of the Act and has remedied its default in respect of such requirements;

January 5, 2001 . .0 0 .......................... ( 2001) 24 OSCB 107


AND UPON the Commission being of the opinion that it would not be prejudicial to the public interest to make the Decision;

IT IS HEREBY ORDERED pursuant to Section 144 of the Act that the Cease Trade Order be and is hereby revoked.


"J.A. Geller" "Howard I. Wetston"

January 5, 2001 (2001) 24 OSCB,108

Chapter 3

Reasons: Decisions, Orders and Rulings

THERE IS NO MATERIAL FOR THIS CHAPTER

IN THIS ISSUE

January 5, 2001 (2001) 24 OSCB 109

This Page Intentionally left blank

January 5, 2001 .. .. (2001) 24 OSCB 110

Chapter 4

Cease Trading Orders

4.1.1 Temporary and Cease Trading Orders

Date of Order or Date of Temporary Date of Date of Rescinding

Company Name Order Hearing Extending Order Order

ARC International Corporation 12 Dec 00 - 22 Dec 00 -

Coastal Acquisition Corporation 21 Dec 00 2 Jan 01 - -

Consolidated Trillion Resources 12 Dec 00 - 22 Dec 00 - Ltd.

CTM CAFES INC. 12 Dec 00 - 22 Dec 00 -

Roycefield Resources Ltd. 13 Dec 00 - 22 Dec 00 -

Scaffold Connection Corporation 29 May 00 - - 19 Dec 00

January 5, 2001 (2001) 24 OSCB 111


January 5,2001 (2001) 24 OSCB 112

Chapter 5

Rules and Policies

THERE IS NO MATERIAL FOR THIS CHAPTER

IN THIS ISSUE

January 5, 2001 (2001)24 OSCB 113


January 5, 2001 S S (2001) 24 OSCB 114

Chapter 6


6.1 Request for Comments

6.1.1 Ontario Securities Commission Policy No.5.2

ONTARIO SECURITIES COMMISSION POLICY STATEMENT NO. 5.2

JUNIOR NATURAL RESOURCE ISSUERS

DISCUSSION PAPER

OSC Policy Statement No. 5.2 - Junior Natural Resource Issuers, which was remade into a rule entitled In the Matter of Certain Trades in Securities of Junior Resource Issuers (1997), 20 OSCB 1220, effective March 1, 1997, (the "Policy") is scheduled to expire on the earlier of the date on which a new rule intended to replace it comes into force and July 1 2001. The preliminary view of the Commission, subject to considering comments which may be received during a 90 day comment period, is that a new rule not be developed to replace the Policy and, accordingly, that the Policy be permitted to expire on July 1, 2001. The Policy regulates the financing and, to some extent, the operations of non-TSE listed junior natural resource reporting issuers in Ontario. A 90 day comment period is being provided given the pivotal role of the Policy in the regulation of junior natural resource issuers.

Background

Development of Policy

Since the late 1960's, the Commission has had policies in place that are specific to the junior natural resource sector. Policies relating to maximum offering price, escrow, and vendor consideration for resource properties date back to 1966.

In 1986, an advisory committee chaired by E.G. Thompson (the "Thompson Committee") was invited by the Ministry of Northern Development and Mines to review and make recommendations on the effectiveness and efficiency of Ontario's capital markets in providing capital for the junior natural resource sector and to propose changes to make Ontario competitive with other jurisdictions..

The Thompson Committee conducted an exhaustive review of the junior natural resource sector, focussing mainly on the competitive position of Ontario as compared to the other provinces. Input was sought from a wide range of experts. The Committee observed that the policies of the OSC and the TSE since 1967 were too structured and rigid and did not provide the flexibility required by the junior natural resource sector. In particular, the Committee was of the view that former Policy 3-02 (which related to junior natural resource financing) had resulted in a rigid financing structure that did

not sufficiently reward vendor-prospectors, encouraged broker-dealers to sell paper to the public at the maximum mark-up without proper screening, and resulted in limited amounts of invested capital actually being spent on projects in the field. Policy 3-02 and Policy 3-03 (which related to escrow of shares of junior natural resource issuers) were repealed in 1982, leaving a regulatory vacuum and thereby causing staff of the Commission to review certain attributes of junior natural resource financings on a case-by-case basis.

The proposals of the Thompson Committee led to the adoption of the Policy in 1988 which has remained unchanged since then. The Policy incorporated many of the recommendations of the Thompson Committee and brought together elements of a number of separate existing policies and policy positions relating to junior natural resource issuers.

The provisions of the Policy may be broken down into four general categories: (i) those which were adopted to curb specific abuses which had been occurring in the junior natural resource capital markets, such as unconscionable commissions being charged by broker-dealers and junior natural resource financings in which only a small percentage of invested capital was actually being used for exploration; (ii) those which regulate both arm's-length and non arm's-length transactions such as private placements and vendor consideration in connection with resource property acquisitions; (iii) those which provide exemptive relief for share-for-debt issuances and financial assistance from insiders; and (iv) those which regulate disclosure such as the requirement that a prospectus be accompanied by a Risk Disclosure Statement.

Factors Underlying Determination to Rescind the Policy

CDNX Application

Following the exchange restructuring which occurred at the beginning of 2000, CDNX made application on March 18, 2000 seeking an amendment to the Policy to provide an exemption for CDNX issuers from the application of the Policy in its entirety or, alternatively, an exemption from the majority of its provisions. The application also sought an amendment to the Blanket Ruling entitled In the Matter of Certain Trades in Securities of Junior Resource Issuers to permit CDNX issuers that comply with CDNX policies to avail themselves of the prospectus and registration exemptions provided by the Blanket Ruling.

In connection with the application made by CDNX, staff conducted an examination of CDNX policies and staff practices relative to the provisions of the Policy. Based on its findings, staff concurs with the submission made by CDNX in its application that, The combination of CDNX Corporate Finance Policies and the requirement for Exchange acceptance for most transactions, together with the general oversight function exercised by CDNX, offers a more flexible

January 5, 2001 (2001) 24 OSCB 116


method of providing at least equivalent regulation of CDNX issuers.'

While the Policy addresses a broad cross section of market-related and corporate activity, the primary regulatory utilization of the Policy has historically been in the areas of minimum expenditures on resource properties; escrow requirements; vendor consideration for resource properties; offering structure and dealer compensation; private placements; bonuses for loans and guarantees and finder's fees; management remuneration; and interests in adjacent resource properties and retained interests. CDNX has broadly equivalent regulation in all of these areas except for certain facets of regulation related to offering structure and dealer compensation. However, as summarized below, certain of these areas are regulated by other securities regulation, certain areas are best addressed through underwriters exercising their responsibilities and through the discipline imposed by the marketplace, and certain areas are no longer utilized or relevant.

Regulated by other Securities Regulation - minimum size of prospectus distribution as it relates to sufficiency of proceeds to accomplish stated purpose of issue - requirement to hold proceeds of best efforts offering in trust until minimum amount of offering is received - parameters for extended green shoe option

Underwriters' Responsibilities/Discipline of Marketplace - maximum dealer compensation - minimum size of prospectus distribution - size and terms of secondary offerings

No longer Utilized/Irrelevant - promoter's option - requirement for market maker for CDN issuer

The balance of the areas addressed by the Policy, generally speaking, relate to more peripheral areas of activity and are more marginal in terms of their regulatory importance.

The CDNX review process facilitates a more flexible approach to regulatory oversight than occurs at the securities commission level, particularly if the governing regulatory instrument is in the form of a rule. The application of CDNX Corporate Finance Policies results in issuer transactions being categorized on the basis of pre-determined criteria which are formulated based on the relative materiality and risk associated with a given transaction. The more material the transaction, or the more risk involved therein, the more thorough the review which is conducted by CDNX corporate finance analysts and the more onerous are the filing requirements. Further, there is the flexibility to apply CDNX policies more or less stringently depending upon the nature of the particular transaction, the players involved, and the financial circumstances of the issuer.

In addition, the imposition of minimum listing requirements, continued listing requirements, and ongoing market surveillance provides CDNX staff with the ability to continually monitor regulatory compliance by its listed companies. In addition to real time market surveillance functions, CDNX utilizes listed company surveillance officers who conduct post-facto reviews of transactions conducted by listed companies and the adequacy of related disclosure. These reviews

facilitate a second assessment, from a broader perspective, of whether issuers are in regulatory compliance.

Developments in the Junior Natural Resource Sector and in the Securities Industry

As noted above, the Policy was developed in the late 1980s in response to concerns related to the effectiveness and efficiency of Ontario's capital markets in providing capital for the junior natural resource sector. The Policy was designed to, amongst other matters, curb specific abuses which were occurring in the junior natural resource capital markets. These abuses stemmed from the highly speculative nature of resource exploration and the nature of the financings and transactions which were being conducted. At the time of the development of the Policy, the financings which were being conducted in the junior natural resource sector tended to be small in scale, usually being confined to the province of Ontario. More often than not, broker dealers were involved as underwriters, agents and/or advisors. The combination of a highly speculative industry which, at the time, was the speculation of choice; small Ontario-only financings; the unfettered practices of broker dealers; and unequal bargaining power between small promoters and broker dealers no doubt all contributed to the abuses which had come to characterize the sector.

More recently, there have been significant concerns related to the accuracy and integrity of public disclosure in the mining sector generally. It appears that systemic weakness in the reporting process for mineral exploration projects has generally underlain these concerns, although fraud has been involved in some of the more egregious cases. Recently enacted National Instrument 43-101 Standards of Disclosure for Mineral Projects, which upgrades the requirements for technical reporting and disclosure, is designed to address these concerns.

The Policy was not designed to, and does not, address the above noted reporting and fraud related concerns. However, there do not currently appear to be problems in Ontario in those areas regulated by the Policy. It would appear that the introduction of the Policy was the initial impetus for this development. However, it would also appear that other more fundamental factors have been at play: depressed commodity prices; larger financings being conducted both domestically and internationally; the arrival of high tech as the speculation of choice; the regulation of broker dealers; and the development of policies which upgrade the requirements for technical reporting and disclosure, thereby circumscribing the degree of speculation involved in junior natural resource financings eg. National Instrument 43-101.

Therefore, while the Policy appears to have been successful in meeting the objectives of its architects, it appears that other more fundamental factors are primarily responsible for curbing abuse in the junior natural resource sector today.

Recommendations of Small Business Task Force - No Industry Specific Financing Requirements or Regulatory Regimes

In 1996, the Commission Task Force on Small Business Financing recommended that financing requirements and regulatory regimes not be industry-specific for two reasons:

January 5, 2001 (2001) 24 OSCB 116


first, because they felt that securities requirements should not be used to facilitate government policy objectives; and second, because they saw no basis for distinguishing between various industries. For example, the Task Force pointed to the fact that they saw no clear basis upon which to distinguish between a natural resource company with an unexplored property and a bio-tech company with an unproven pharmaceutical product. The Task Force was of the view that abuses should be addressed through Enforcement, not through legislation.

Staff concurs with the observation of the Task Force that there is no clear basis upon which to distinguish between industries. Accordingly, staff is of the view that any regulation which is formulated to facilitate the capital formation process and/or curb abuse should not be, and need not be, industry specific.

Consistent CSA Regulation

Concern has been expressed by many capital market participants in recent years that securities regulation at the provincial level is inefficient and excessively costly for participants, in large measure due to inconsistent regulation and staff practices across the country. To address these concerns, the CSA has attempted to establish consistent regulation and staff practices across its member jurisdictions. The Policy represents an impediment to this initiative.

The Unlisted Market

As discussed above, CDNX Corporate Finance Policies and practices address most of the functional areas regulated by the Policy, providing at least equivalent regulatory safeguards. While most junior natural resource issuers in Canada are now listed on CDNX, there remains the unlisted market. The Canadian Dealing Network was phased out of existence on October 10, 2000. Approximately 800 CDN stocks were moved to the Canadian Unlisted Board Inc. ("CUB") which is essentially a reporting system where investment dealers file information regarding their trades using internet technology. There is no public dissemination of data on this market.

Many of the 800 former CDN stocks are small, involving very illiquid domestic companies, while almost half are U.S. issuers which trade infrequently in Canada. It is estimated that there are approximately 150 unlisted mining companies which previously had trades in their securities reported to CDN by Ontario registrants and now have such trades reported to CUB. Approximately 115 of these companies are reporting issuers.

Given the low visibility of the unlisted market and the limited number of mining issuers reported thereon, staff is of the view that its existence does not warrant a separate instrument to regulate the affairs of these mining companies. In this regard, there are no other industry-specific financing requirements or regulatory regimes that apply to the unlisted market.

While the future of automated trading systems ("ATS's") has yet to unfold, it is unlikely that these systems will focus on stocks that trade in the unlisted market. As such, it does not appear that the evolution of ATS's will result in a significant regulatory gap for the junior natural resource sector.

Commission's Preliminary View

The preliminary view of the Commission, subject to considering comments which may be received during a 90 day comment period, is that a new rule not be developed to replace the Policy and, accordingly, that the Policy be permitted to expire on July 1, 2001.


Interested parties are invited to make written submissions with respect to the Request for Comments. Submissions received by March 30, 2001 will be considered.

Submissions should be made, in duplicate, to:

The Secretary Ontario Securities Commission 20 Queen Street West Suite 800, Box 55 Toronto, Ontario M5H 3S8

A diskette containing the submission (in DOS or Windows format, preferably WordPerfect) should also be submitted to the Secretary. Since the Act requires that a summary of written comments received during the comment period be published, confidentiality of submissions cannot be maintained.

Questions regarding the discussion paper may be referred to:

Rick Whiler Senior Accountant Corporate Finance Branch Tel: (416) 593-8127 Fax: (416) 593-8244 email: rwhilerosc.gov.on.ca

January 5, 2001 (2001)24 OSCB 117


January 5, 2001 (2001) 24 OSCB 118

Chapter 7

Insider Reporting This chapter is available in the print version of the OSC Bulletin, as well as as in Carswell's internet service SecuritiesScource (see www.carswell.com). This chapter contains a weekly summary of insider transactions of Ontario reporting issuers in the System for Electronic Disclosure by Insiders (SEDI). The weekly summary contains insider transactions reported during the seven days ending Sunday at 11:59 pm. To obtain Insider Reporting information, please visit the SEDI website (www.sedi.ca).

Chapter 8

Notice of Exempt Financings

Exempt Financings

The Ontario Securities Commission reminds Issuers of exempt financings that they are responsible for the completeness, accuracy and timely filing of Forms 20 and 21 pursuant to section 72 of the Securities Act and section 14 of the Regulation to the Act. The information provided is not verified by staff of the Commission and is published as received except for confidential reports filed under paragraph E of the Ontario Securities Commission Policy Statement No. 6.1.

Reports of Trades Submitted on Form 45-501f1

Trans. Date Security Price ($) Amount

14Nov0O 1390173 Ontario Inc. - Common Shares 260,000 520,000 13Dec0O 789064 Alberta Ltd. - Debentures 10,000,000 10,000000 14DecOO ACT Energy Inc. - Units 355,000 355 06Dec00 Acuity Pooled Balanced Fund - Trust Units 200,000 14,386 07Dec00 AFM Hospitality Corporation - Common Shares 4,500,000 2,000,000 06DecO0 AFM Hospitality Corporation - Series II Preferred Shares 2,000,000 888,888 200ctOO Alcatel - Class 0 Shares 43,685,162 400,000 11 Dec00 Apropos IT Ventures, L.P. - Limited Partnership Units 620,976 620,976 18Dec00 BayStreetDirect.com Inc. - Special Warrants 1,050,000 210,000 15DecOO Best Pacific Resources Ltd. - Flow Through Common Shares 150,000 130,435 24NovOO BPI American Opportunities Fund - Units 1393,195 9,942 17NovOO BPI American Opportunities Fund - Units 562,313 4,003 01 Dec00 British Columbia Public Infrastructure Trust - Asset Backed Note, Number 2 $23,940,429 $23,940,429 11 Dec00 Burgundy Japan Fund - Units 1,000,000 57,651 22NovOO Canadian Arrow Mines Limited - 150,000 300,000 14AugOO Carbite Golf Inc. - Common Shares 300,000 300,000 14AugOO Carbite Golf Inc. - Common Shares US$301,200 792,632 06DecOO CC&L Money Market Fund - 1,128,422 112,842 06DecOO CC&L Money Market Fund - 203,514 20,351 04DecOO CC&L Money Market Fund - 1,186,498 118,648 30NovOO ChanneLogics, Inc. - Series A Convertible Preferred Stock US$1,000,000 500,000 13Dec0O Circuit World Corporation - Common Shares 218,920 85,851 15Dec0O Cybersight Acquisition Co. Inc. - Shares of Common Stock 250,000 125,000 07DecOO Davent Limited - Ordinary Shares 2,541,777 3,625,408 22NovOO e-Manufacturing Networks Inc. - Common Shares 150,000 100,000 07DecOO e-Success Incorporated - Series A Units 500,000 500,000 13DecOO East West Resource Corporation - Common Shares 2,500 12,500 14Dec0O Elgin Resources Inc. - Special Warrant 165,000 1100,000 01 Nov00 to Elliott & Page American Growth Fund - Class G Units 432,873 17,203 3ONovOO OlNovOO to Elliott & Page Balanced Fund - Class G Units 52,066,018 4,077,227 3ONovOO

January 5, 2001 # - Offering Memorandum (2001) 24 OSCB 153


Trans. Date Security Price ($) Amount

01 Nov00 to Elliott & Page Value Equity Fund - Class G Units . . 473,885 41,309 3ONovOO 01 Nov00 to Elliott & Page Sector Rotation Fund - Class G Units .. . 3,393,072 206,893 3ONovOO 13DecOO Empire Energy Inc. -Common Shares 700,000 700,000 14DecOO Energy Ventures Inc. - 10% Unsecured Debentures and Common Shares 250,000 250,000

Purchase Warrants 05DecOO Filogix Inc. - Series A Preferred Shares . 21,015,960 5805,514 31Dec00 First Leaside Acquisitions 2000 Limited Partnership - Units 1,178,400 800,000 08DecOO & GDI Global Data Inc. - Special Warrants . . 3,466250 4,621,667 12 Dec00 20NovOO Getty Copper Corp. - Units . 10,500 70,000 1 5Dec00 Grosvenor Services 2000 Limited Partnership - Limited Partnership Units 9,754,570 63 05DecOO Grosvenor Services 2000 Limited Partnership - Units 3,330,525 21 15DecOO Grosvenor Services 2000 Limited Partnership - Limited Partnership Units 4,156,355 27 1 5DecOO Grosvenor Services 2000 Limited Partnership - Limited Partnership Units 1,141,529 7 08DecOO Grosvenor Services 2000 Limited Partnership - Limited Partnership Units 44,499,992 289 05DecOO Grosvenor Services 2000 Limited Partnership - Units 5,327,395 34 05DecOO GS Beyond Limited Partnership - Class A Units 5,265,600 6,265 05DecOO GS Jeopardy Limited Partnership - Class A Units 3,291,900 3,291 15DecOO GS Pretender Limited Partnership - Class A Units 4,396,800 4,396 15DecOO GS 2Gether Limited Partnership - Class A Units 12,303,100 12,303 08DecOO GS DSAW Limited Partnership - Class A Units . 54029,200 54,029 1 5DecOO GS Dark Angel Limited Partnership - Class A Units , 1,340,900 . 1,340 29NovOO GTI V, Limited Partnership - A Units (Limited Partner Units) 5,000,000 5,000 14DecOO Hope Bay Gold Corporation Inc. - Common Shares 5.000,000 10000,000 04DecOO Jocsak Energy Ltd. - Units 187,500 187,500 30NovOO Just Iced Cubed Holdings Inc. -Common Shares 500,000 1,250,000 06DecOO Karmin Exploration Inc. - Common Shares 1,701,325 5,155,532 30NovOO Kingwest Avenue Portfolio - Units 3,337,302 213,277 18DecOO Krystal Bond Inc. - Special Warrants 755,000 2,516,667 08DecOO & Liberty Oil & Gas Ltd. - Common Shares 900,000 900,000 l9DecOO

.

18DecOO Magin Energy Inc. - Common Shares . 2,500,000 2,500,000 08DecOO MetroPhotonics Inc. - Common Shares 438,900 30,000 22NovOO Moneta Porcupine Mines Inc. - Units 210,000 3,000,000 05DecOO Northland Systems Training Inc. - Special Warrants 1,249,998 1,666,664 19DecOO Northway Explorations Limited - Flow-Through Common Shares 350,000 700,000 05DecOO Ntex Incorporated - Junior Subordinated Notes due 2030 $1,880,813 $1,880,813 07DecOO OAL 2000 Limited Partnership, The - Limited Partnership Units 836,000 22 06DecOO Opti Canada Inc. - Convertible Debentures US$203,570 230,570 11 Dec00 Playcentric Corporation - Special Shares 200,000 800,000 OlDecOO PowerCart Systems Inc. - Preferred Shares Convertible into Common 2,800,000 3,888,878

Shares . . OlDecOO Protected American Fund - Units 953,896 106,703 30NovOO Quebecor World Inc. - Subordinate Voting Shares 50,000 50,000 1 8DecOO Ranchero Energy Inc. - Class A Shares 600,000 545,455 27SepOO RDM Corporation - Special Warrants 9,497,250 2,532,600 06DecOO ReBase Corporation - Common Shares 150,000 40,000 1 9DecOO Richland Petroleum Corporation - Flow-Through Common Shares 5,000,000 1,000,000 llDecOO & Seventh Energy Ltd. - Class A Shares 650,650 1,183,000 12 Dec00 29NovOO SMC Equity Partners 2000 Fund - Units 90,000 900 130ct00 Soros Real Estate Invetors, C.V. - Limited Partnership Interests US$25,000,000 25,000000

January 5, 2001 - Offering Memorandum . (2001) 24 OSCB 154


Trans. Dater Security Price 1$) Amount

13DecOO # Specialty Laboratories, Inc. - Common Shares 1,946,496 80,000 20DecOO Texar Corporation - Class A Common Shares 1,000,000 1,635,088 1 5DecOO Thomson Corporation, The - Common Shares 57,884,438 1026,622 11 Dec00 TichetHippo.com Inc. - Convertible Debenture 379,257 1 30Nov00 Twenty-First Century International Equity Fund - Units 400,000 51,157 30NovOO Twenty-First Century Canadian Equit Fund - Units 1,050,000 162,944 31OctOO Twenty-First Century Canadian Equity Fund - Units 58,000 8,522 30NovOO. Twenty-First Century American Equity Fund - Units 300,000 49,231 30NovOO Venture Coaches Fund LP - Class B Limited Partnership Units 1250,000 1250,000 04DecOO Verano - Series D Shares 5,749,997 1996,527 20DecOO Wallbridge Mining Company Limited - Flow Through Common Shares 1,500,000 789,474 30NovOO YMG Institutional Fixed Income-Fund , - Units . 500,000 49,455 30NovOO YMG Institutional Fixed Income Fund - Units 466,000 46,092 08DecOO YMG Opportunities Fund - Units . ,. 150,000 150,000

Notice of Intention to Distribute Securities Pursuant to Subsection 7 of Section 72 - (Form 23)

Seller Security Amount

Timis, Frank Gabriel Resources Ltd. - Common Shares upon the exercise of Warrants 1,000,000, and Common Shares 1,500,000

Resp.

Jones; Ruth Ann Gibraltar Springs Capitol Corporation - Common Shares 400,000

Black, Conrad M. Hollinger Inc. - Series II Preference Shares 1,611,039

SLMsoft.corn Inc. Infocorp Computer Solutions Ltd. - Common Shares 6,814,052

International Capital Inc. Leisure Canada Inc. - Common Shares 900,000

Gastle, William J. Microbix Biosystems Inc. - Common Shares 500,000

Malion, Andrew J. Spectra Inc. - Common Shares 146,500

Faye, Michael R. Spectra Inc. - Common Shares 160,000

Hawkins, Stanley G. Tandem Resources Ltd. - Common Shares 2,00.0,000

Mourin, Stanley Western Troy Capital Resources Inc. - Common Shares 60,000

January 5, 2001 # Offering, Memorandum (2001) 24 OSCB 155


January 5, 2001 # - Offering Memorandum (2001) 24 OSCB 166

Chapter 9

Legislation

9.1 Legislation

9.1.1 Amendments to the Business Corporations Act

Amendments to the Business Corporations Act (Ontario)

Red Tape Reduction Act, 2000

Schedule B Amendments Proposed by the Ministry of Consumer and

Commercial Relations

Business Corporations Act

3. (1) Clause 1(6)(a) of the Business Corporations Act is amended by striking out in respect of any of its securities a prospectus, statement of material facts or securities exchange take-over bid or issuer bid circular" at the beginning and substituting 'in respect of any-of its securities a prospectus or statement of material facts".

(2)Subsection 1(6) of the Act is amended by striking out "that has fewer than fifteen security holders" in the portion after clause (b).

January 5, 2001 (2001) 24 OSCB 157


January. 5, 2001 (2001) 24 OSCB 158

Chapter 11

IPOs, New Issues and Secondary Financings

Issuer Name: Admiral Inc. Principal Regulator - Ontario Type and Date: Preliminary Prospectus dated December 22nd, 2000 Mutual Reliance Review System Receipt dated December 27th, 2000 Offering Price and Description: A Minimum of * Subordinate Voting Shares ($2,500,000) and a Maximum of * Subordinate Voting Shares ($3,000,000) Underwriter(s), Agent(s) or Distributor(s): Northern Securities Inc. Promoter(s): Edward A. Bayer Project #322671

Issuer Name: Canbras Communications Corp. Principal Regulator - Quebec Type and Date: Preliminary Short Form Prospectus dated December 21st, 2000 Mutual Reliance Review System Receipt dated December 27th, 2000 Offering Price and Description: $ * - issue of Rights to subscribe for up to * Common Shares Underwriter(s), Agent(s) or Distributor(s): BMO Nesbitt Burns Inc. CIBC World Markets Inc. Promoter(s): N/A Project #322208

Issuer Name: Copper Ridge Explorations Inc. Principal Jurisdiction - British Columbia Type and Date: Preliminary Prospectus dated December 20th, 2000 Mutual Reliance Review System Receipt dated December 22nd, 2000 Offering Price and Description: $675,749 - Special Warrants Conversion Offering Underwriter(s), Agent(s) or Distributor(s): Haywood Securities Inc. Promoter(s): Gerald G. Carlson Project #322280

Issuer Name: Crystallex International Corporation Type and Date: Preliminary Short Form Prospectus dated January 2nd, 2001 Receipted on January 2nd, 2001 Offering Price and Description: $2,050,000 1,025,000 Common Shares and 1025,000 Common Shares Purchase Warrants Issuable upon exercise of 1,025,000 Special Warrants Underwriter(s), Agent(s) or Distributor(s): Poseidon Financial Partners, Operating as Capital West Group CIBC Mellon Trust Company Promoter(s):

Project #323227

Issuer Name: Devine Entertainment Corporation

Type and Date: Preliminary Prospectus dated December 21st, 2000 Receipted December 22nd, 2000 Offering Price and Description: $600,000 - 1,200,000 Units issuable upon the exercise of previously issued Special Warrants (Each Units Consisting of one Common Share and one-half of one Common Shares Purchase Warrant) and 835,800 Common Shares Purchase Warrants Underwriter(s), Agent(s) or Distributor(s): N/A Promoter(s): N/A Project #322223

Issuer Name: Genetronics Biomedical Ltd. Principal Regulator - British Columbia Type and Date: Preliminary Short Form Prospectus dated December 21st, 2000 Mutual Reliance Review System Receipt dated December 22nd, 2000 Offering Price and Description: $* - * Common Shares Underwriter(s), Agent(s) or Distributor(s): Canaccord Capital Corporation Promoter(s): N\A Project #322284

January 5, 2001 (2001) 24 OSCB 159.

IPO's, New Issues and Secondary Financings

Issuer Name: Home Ticket Network Corporation Principal Regulator - Ontario Type and Date: Preliminary Prospectus dated December 21st, 2000 Mutual Reliance Review System Receipt dated December 28th, 2000 Offering Price and Description: 13,279,837 Common Shares Issuable upon the Exercise of 13,279,837 Special Warrants Underwriter(s), Agent(s) or Distributor(s): BayStreetDirect Inc. Promoter(s): N/A Project #322747

Issuer Name: Iceberg Media.com Inc. Principal Regulator - Ontario Type and Date: Preliminary Prospectus dated December 20th, 2000 Mutual Reliance Review System Receipt dated December 21st, 2000 Offering Price and Description: 10,000,000 Common Shares Issuable upon the Exercise of 10,000,000 Special Warrants Underwriter(s), Agent(s) or Distributor(s): Griffiths McBurney & Partners Yorkton Securities Inc. Promoter(s): N/A Project #321843

Issuer Name: lVRnet Inc. (Formerly Entreplex Technology Corporation) Principal Regulator - Alberta Type and Date: Preliminary Prospectus dated December 28th, 2000 Mutual Reliance Review System Receipt dated December 29th, 2000 Offering Price and Description: $2,000,000 to $4,000,000 - * to * Common Shares (Without Nominal or Par Value) and $1,810,000 - 1,448,000 Common Shares (Without Nominal Par Value) Issuable upon exercise of previously issued Special Warrants Underwriter(s), Agent(s) or Distributor(s): Canaccord Capital Corporation Promoter(s): Robert A. Blackshaw Jon G. Constable Project #323140

Issuer Name: Northland Systems Training Inc. Principal Regulator - Ontario Type and Date: '• Preliminary Prospectus dated December 22nd, 2000 Mutual Reliance Review System Receipt dated December 27th, 2000 Offering Price and Description: $1,500,000 - (1,500,000 Units) Underwriter(s), Agent(s) or Distributor(s): Yorkton Securities Inc. Promoter(s): Jerry Van Ost Peter A. Johnston Project #322653

Issuer Name: Pethealth Inc. Principal Regulator - Ontario Type and Date: Preliminary Prospectus dated December 20th, 2000 Mutual Reliance Review System Receipt dated December 22nd, 2000 Offering Price and Description: $7,500,000 - 34,090,909 Common Shares and 34,090, Common Shares Purchase Warrants issuable upon the exercise of previously issued Special Warrants Underwriter(s), Agent(s) or Distributor(s): Thomson Kernaghan & Co. Limited Dundee Securities Corporation Promoter(s): N/A Project #322089

Issuer Name: RDM Corporation Principal Regulator - Ontario Type and Date: Preliminary Prospectus dated December 21st, 2000 Mutual Reliance Review System Receipt dated December 21st, 2000 Offering Price and Description: $15,000,000 - 4,000,000 Common Shares and 2,000,000 Shares Purchase Warrants issuable upon the exercise of Special Warrants Underwriter(s), Agent(s) or Distributor(s): Loewen, Ondaatje, McCutcheon Limited Promoter(s): N/A Project #321954

January .5, 2001 :.. (2001)24 OSCB 160


Issuer Name: Scudder Global Discovery Fund Scudder Technology Fund Scudder Life Sciences Fund Principal Regulator - Ontario Type and Date: Preliminary Simplified Prospectus dated December 29th, 2000 Mutual Reliance Review System Receipt dated January 2nd, 2001 Offering Price and Description: Mutual Fund Securities - Net Asset Value Underwriter(s), Agent(s) or Distributor(s): Scudder Maxxum Co. Promoter(s):

Project #323230

Issuer Name: Synergy Global Fund Inc. - Synergy American Growth Class

Synergy Global Fund Inc. - Synergy Global Value Class Synergy American Growth RSP Fund Synergy Global Value RSP Fund Synergy Extreme Global Equity Fund Synergy Extreme Global Equity RSP Fund Principal Regulator - Ontario Type and Date: Preliminary Simplified Prospectus dated December 22nd, 2000 Mutual Reliance Review System Receipt dated December 27th, 2000 Offering Price and Description: Mutual Fund Securities - Net Asset Value Underwriter(s), Agent(s) or Distributor(s): N/A Promoter(s): Synergy Asset Management Inc. Project #322362

Issuer Name: Tiomin Resources Inc. Type and Date: Preliminary Prospectus dated December 28th, 2000 Receipted December 29th, 2000 Offering Price and Description: 5882,353 Common Shares Issuable Upon the Exercise of Special Warrants Underwriter(s), Agent(s) or Distributor(s): Sprott Securities Inc. Promoter(s): N/A Project #323069

Issuer Name: Transition Therapeutics Inc. Principal Regulator - Ontario Type and Date: Preliminary Prospectus dated December 21st, 2000 Mutual Reliance Review System Receipt dated December 22nd, 2000 Offering Price and Description: *$* Common Shares Underwriter(s), Agent(s) or Distributor(s): Canaccord Capital Corporation Promoter(s): Tony Cruz Project #322296

Issuer Name: Western Oil Sands Inc. Principal Regulator - Alberta Type and Date: Preliminary Prospectus dated December 29th, 2000 Mutual Reliance Review System Receipt dated December 29th, 2000 Offering Price and Description: Underwriter(s), Agent(s) or Distributor(s): TD Securities Inc. Promoter(s): Guy J. Turcotte Timohty R. Winterer John Frangos Allen P. Barber Project #323155

Issuer Name: Leith Wheeler Balanced Fund Leith Wheeler Canadian Equity Fund Leith Wheeler U.S. Equity Fund Leith Wheeler Fixed Income Fund Leith Wheeler Money Market Fund Principal Regulator - British Columbia Type and Date: Amendment #1 dated December 27th, 2000 to Simplified Prospectus and Annual Information Form dated June 12th, 2000 Mutual Reliance Review System Receipt dated 29th day of December, 2000 Offering Price and Description: Mutual Fund Securities - Net Asset Value Underwriter(s), Agent(s) or Distributor(s): Leith Wheeler Investment Counsel Ltd. Promoter(s): Leith Wheeler Investment Counsel Ltd. Project #261402

January 5, 2001 (2001) 24 OSCB 161


Issuer Name: The Goodwood Capital Fund Principal Jurisdiction - Ontario Type and Date: Amendment #1 dated December 15th, 2000 to the Annual Information Form dated December 23rd, 1999 Mutual Reliance Review System Receipt dated 2nd day of January, 2001 Offering Price and Description: Mutual Fund Securities - Net Asset Value Underwriter(s), Agent(s) or Distributor(s): Goodwood Inc. Promoter(s): Goodwood Inc. Project #211662

Issuer Name: Templeton Growth Fund, Ltd. Principal Regulator - Ontario Type and Date: Amendment #1 dated December 18th, 2000 to Amended Simplified Prospectus and Annual Information Form dated November 10th, 2000 Amending and Restating the Simplified Prospectus and Annual Information Form dated May 23rd, 2000 Mutual Reliance Review System Receipt dated 22nd day of December, 2000 Offering Price and Description: Mutual Fund Securities - Net Asset Value Underwriter(s), Agent(s) or Distributor(s): Franklin Templeton Investments Corp. Promoter(s): Bissett & Associates Investment Management Ltd. Project #247311

Issuer Name: Templeton Growth Fund, Ltd. Principal Regulator - Ontario Type and Date: Amendment #1 to December 18th to Simplified Prospectus and Annual Information Form dated November 10, 2000 Mutual Reliance Review System Receipt dated 22nd day of December, 2000 Offering Price and Description: Mutual Fund Units - Net Asset Value Underwriter(s), Agent(s) or Distributor(s): Franklin Templeton Investments Corp. Promoter(s): Bissett & Associates Investment Management Ltd.

Project #299053

Issuer Name: Softchoice Corporation Principal Regulator - Ontario Type and Date: Preliminary Prospectus dated September 8th, 2000 Closed 19th dayof December, 2000 Offering Price and Description: Underwriter(s), Agent(s) or Distributor(s): BMO Nesbitt Burns Inc. CIBC World Markets Inc. National Bank Financial Inc. Promoter(s):. N/A Project #296800

Issuer Name: AC Energy Inc. Principal Regulator - Alberta Type and Date: Final Prospectus dated December 15th, 2000 Mutual Reliance Review System Receipt dated 15th day of December, 2000 Offering Price and Description: $1,000,000.00 (Maximum); $250,000.00 (Minimum) - Flow-Through Shares Underwriter(s), Agent(s) or Distributor(s): Yorkton Securities Inc. Promoter(s): Timothy Kemp Alain LeBis Project #315407

Issuer Name: BakBone Software Incorporated Type and Date: Final Prospectus dated November 29th, 2000 Receipted 14th day of December, 2000 Offering Price and Description: Underwriter(s), Agent(s) or Distributor(s): Yorkton Securities Inc. Acumen Capital Finance Partners Ltd. Promoter(s): N\A Project #278184

Issuer Name: Book4golf.com Corporation Principal Regulator - Ontario Type and Date: Final Prospectus dated December 21st, 2000 . Mutual Reliance Review System Receipt dated 22nd day of December, 2000 Offering Price and Description: Underwriter(s), Agent(s) or Distributor(s): Yorkton Securities Inc. Promoter(s): Phillip DeLeon Sheldon Pollack Project #301351

January 5, 2001 . (2001) 24 OSCB 162


Issuer Name: Contrarian Resource Fund 2000 Limited Partnership Principal Regulator - British Columbia Type and Date: Final Prospectus dated December 20th, 2000 Mutual Reliance Review System Receipt dated 21st day of December, 2000 Offering Price and Description: Underwriter(s), Agent(s) or Distributor(s): Yorkton Securities Inc. Promoter(s): Contrarian Resource Fund 2000 Management Limited Project #310135

Issuer Name: Covington Fund II Inc. Type and Date: Final Prospectus dated December 21st, 2000 Receipted 27th day of December, 2000 Offering Price and Description: Underwriter(s), Agent(s) or Distributor(s): N/A Promoter(s): Covington Capital Corporation Project #308420

Issuer Name: Dalsa Corporation Type and Date: Final Prospectus dated December 20th, 2000 Receipted 21st day of December, 2000 Offering Price and Description: $8,000,000 - 1,000,000 Common Shares and 500,000 Purchase Warrants Issuable Upon Exercise of 1,000,000 Special Warrants Underwriter(s), Agent(s) or Distributor(s): N/A Promoter(s): N/A Project #310689

Issuer Name: Dominion Citrus Limited Type and Date: Final Prospectus dated December 22nd, 2000 Receipted 27th day of.December, 2000 Offering Price and Description: Underwriter(s), Agent(s) or Distributor(s): Algonquin Mercantile Corporation Promoter(s): N/A Project #304415

Issuer Name: Innova LifeSciences Corporation Type and Date: Final Prospectus dated December 21st, 2000 Receipted 22nd day of December, 2000. Offering Price and Description: $5,000,025.00 - 6,666,700 Common Shares Upon the Exercise of previously issued Special Warrants Underwriter(s), Agent(s) or Distributor(s): Octagon Capital Corporation Promoter(s): N/A Project #316513

Issuer Name: Meota Resources Corp. Principal Regulator - Alberta Type and Date: Final Prospectus dated December 22nd, 2000 Mutual Reliance Review System Receipt dated 28th day of December, 2000 Offering Price and Description: $15,000,000 -4,000,000 Common Shares issuable upon the exercise of Special Warrants Underwriter(s), Agent(s) or Distributor(s): RBC Dominion Securities Inc. Yorkton Securities Inc. Scotia Capital Inc. FirstEnergy Capital Corp. Newcrest Capital Inc. Promoter(s): Project #315147

Issuer Name: PanGeo Pharma Inc. Principal Regulator - Ontario Type and Date: Final Prospectus dated December 21st, 2000 Mutual Reliance Review System Receipt dated 22nd day of December, 2000 Offering Price and Description: $4,969,020 - 3,549,300 Common Shares and 1,774,650 Share Purchase Warrants Underwriter(s), Agent(s) or Distributor(s): Dundee Securities Corporation Promoter(s): N/A Project #312306

Issuer Name: The VenGrowth II Investment Fund Inc. Type and Date: Final Prospectus dated December 19th, 2000 Receipted 27th day of December, 2000 Offering Price and Description: Underwriter(s), Agent(s) or Distributor(s): N/A Promoter(s):

• . APSFA\AGFFP Sponsor Corp. Project #306332

January 5, 2001 (2001) 24 OSCB 163


Issuer Name: VentureLink Fund Inc. (Formerly 360 Venture Fund Inc.) Type and Date: Final Prospectus dated December 29th, 2000 Receipted 3rd day of January, 2001 Offering Price and Description: Underwriter(s), Agent(s) or Distributor(s): CIBC World Markets Inc. Promoter(s): TCU Sponsor Inc. 360 Venture Partners Inc. Project #308875

Issuer Name: Québec-Téléphone Principal Regulator - Quebec Type and Date: Final Short Form Shelf Prospectus dated December 22nd, 2000 Mutual Reliance Review System dated 27th day of December, 2000 Offering Price and Description: Underwriter(s), Agent(s) or Distributor(s): National Bank Financial Inc. RBC Dominion Securities Inc. Promoter(s): N/A Project #320809

Issuer Name: Keystone Altamira Science and Technology Capital Class Keystone Altamira e-business Capital Class Keystone Altamira Global Equity Capital Class Principal Regulator - Ontario Type and Date: Final Simplified Prospectus and Annual Information Form dated December 21st, 2000 Mutual Reliance Review System dated 28th day of December, 2000 Offering Price and Description: Mutual Fund Securities - Net Asset Value Underwriter(s), Agent(s) or Distributor(s): N/A Promoter(s): Mackenzie Financial Corporation Project #310527

Issuer Name: Keystone Altamira Capital Growth Fund Keystone Altamira Equity Fund Keystone Altamira RSP Science and Technology Fund Keystone Altamira RSP e-business Fund Keystone Altamira RSP Global Equity Fund Keystone AGF American Fund Keystone AGF Bond Fund Keystone AGF Equity Fund Keystone Beutel Goodman Bond Fund Keystone C.I. Signature High Income Fund Keystone Saxon Smaller Companies Fund Keystone Sceptre Equity Fund Keystone Sceptre International Equity Fund Keystone Spectrum American Fund (Formerly Keystone Spectrum United American Fund) Keystone Spectrum Equity Fund (Formerly Keystone Spectrum United Equity Fund) Keystone Premier Global Elite 100 Fund Keystone Premier RSP Global Elite 100 Fund Keystone Premier Euro Elite 100 Fund Keystone Premier RSP Euro Elite 100 Fund Principal Regulator - Ontario Type and Date: Final Simplified Prospectus and Annual Information Form dated December 21st, 2000 Mutual Reliance Review System dated 29th day of December, 2000 Offering Price and Description: Mutual Fund Securities - Net Asset Value Underwriter(s), Agent(s) or Distributor(s): N/A Promoter(s): Mackenzie Financial Corporation Project #310547

Issuer Name: Royal Global Titans Fund Royal Global Communications and Media Sector Fund Royal Global Consumer Trends Sector Fund Royal Global Financial Services Sector Fund Royal Global Health Sciences Sector Fund (Formerly Royal Global Health Care Sector Fund) Royal Global Infrastructure Sector Fund Royal Global Resources Sector Fund Royal Global Technology Sector Fund Principal Regulator - Ontario Type and Date: Final Simplified Prospectus and Annual Information Form dated December 20th, 2000 Mutual Reliance Review System Receipt dated 22nd day of December, 2000 Offering Price and Description: Mutual Fund Securities - Net Asset Value Underwriter(s), Agent(s) or Distributor(s): Royal Mutual Funds, Inc. Promoter(s): Royal Mutual Funds, Inc. Project #308039

January 5, 2001. (2001) 24 OSCB 164


Issuer Name: Sentry Select Canadian Energy Growth Fund Sentry Select Precious Metals Growth Fund Sentry Select Real Estate Securities Fund Principal Regulator - Ontario Type and Date: Final Simplified Prospectus and Annual Information Form dated December 21st, 2000 Mutual Reliance Review System Receipt dated 3rd day of January, 2001 Offering Price and Description: Mutual Fund Securities - Net Asset Value Underwriter(s), Agent(s) or Distributor(s): Sentry Select Capital Corp. Promoter(s): Sentry Select Capital Corp. Project #313290

Issuer Name: Sovereign Canadian Equity Pool (formerly, Canadian Equity Pool) Sovereign US Equity Pool (formerly, US Equity Pool) Sovereign Overseas Equity Pool (formerly, Overseas Equity Pool) Sovereign Global Equity RSP Pool (formerly, Global Equity RSP Pool) Sovereign Emerging Markets Equity Pool (formerly, Emerging Markets Equity Pool) Sovereign Canadian Fixed Income Pool '(formerly, Canadian Fixed Income Pool) Sovereign Money Market Pool (formerly, Money Market Pool) [Class A (formerly Retail Class), Class B, Class F and Class I (formerly Institutional Class) Units] Principal Regulator - Ontario Type and Date: Final Simplified Prospectus and Annual Information Form dated December 27th, 2000 Mutual Reliance Review System 'Receipt dated 28th day of December, 2000 Offering Price and Description: Mutual Fund Securities - Net Asset Value Underwriter(s), Agent(s) or Distributor(s): RBC Dominion Securities Inc. Promoter(s): Frank Russell Canada Limited Project #287335

Issuer Name: - - Stone & Co. Flagship Money Market Fund Canada Stone & Co. Flagship Growth & Income Fund Canada Stone & Co. Flagship Global Growth Fund Principal Regulator - Ontario Type and Date: Final Simplified Prospectus and Annual Information Form dated December 21st, 2000 Mutual Reliance Review System Receipt dated 2nd day of January, 2001 Offering Price and Description: Mutual Fund Securities - Net Asset Value Underwriter(s), Agent(s) or Distributor(s): Stone & Co. Limited Promoter(s): Stone & Co. Limited Project #314171

Issuer Name: TDK Resource Fund Inc. (Class A Shares, Series 1) Principal Regulator - Ontario Type and Date: Final Simplified Prospectus and Annual Information Form dated December 29th, 2000 Mutual Reliance Review System Receipt dated January 2nd, 2001 Offering Price and Description: Mutual Fund Securities - Net Asset Value Underwriter(s), Agent(s) or Distributor(s): Registered Dealer Promoter(s): TDK Management Fund Inc. Project #306404

January 5, 2001 ' (2001) 24 OSCB 165


January 5, 2001 (2001) 24 OSCB 166

Chapter 12

Registrations

12.1.1 Securities

Effective Type . Company Category of Registration Date

New Registration Dalton, Greiner, Hartman, Maher & Company International Adviser Dec 22/00 Attention: Grant A. Jameson Investment Counsel & Portfolio 60 Elgin Street, Ste. 2600 Manager CSC Canada, do Gowlings Ottawa, ON K1 P 1 C3

Change of Name Assante Asset Management Ltd. From: Oct 1/00 do 152928 Canada Inc. Loring Ward Investment Counsel Ltd. Attention: Jennifer Northcote Commerce Court West To: 53rd Floor, P.O. Box 85 Assante Asset Management Ltd. Toronto, ON M51- 1B9

Change of Name MST Trading Canada Co. From: Nov 1/00 Attention: Elan Shevel Main Street Trading (Canada) Co. One Queen Street East Suite 1820 To: Toronto, ON M5C 2W5 MST Trading Canada Co.

Change of Name Mediaventures Brokerage Corporation From: Nov 7/00 Attention: Bernard Gordon Abrams Acme Brokerage Corporation 1200 Bay Street Suite 400 To: Toronto, ONM5R 2A5 Mediaventures Brokerage Corporation

January 5, 2001 (2001) 24 OSCB 167


January 5, 2001, (2001) 24 OSCB .168

Chapter 13

SRO Notices and Disciplinary Proceedings

13.1 SRO Notices and Disciplinary Decisions

13.1.1 Nirvaan Merharchand

December 20, 2000

No. 2000-439

APPROVED PERSON DISCIPLINED

Person Disciplined

On December 13, 2000, a Hearirg Committee Panel of The Toronto Stock Exchange Inc. (the "Exchange") approved an Offer of Settlement made between the Exchange and Nirvaan Merharchand. Mr. Merharchand is an Approved Person who was at all material times employed as a Registered Representative with Peters & Co. Limited, formerly a Member of the Exchange (now a Participating Organization of the Exchange).

Rules Violated

Contrary to section 11.67(2) of the Exchange's General By-Law, on four occasions between April 16, 1999 and September 21, 1999, Merharchand executed a customer-principal trade to buy or sell 5,000 shares or less of a listed security without buying at a higher price or selling at a lower price than the price of any order on any Canadian stock exchange on which the security is listed. As of April 3, 2000, section 11.67(2) of the General By-Law was renumbered 4-502(2) of the Rules of the Exchange.

Penalty Assessed

Pursuant to the terms of the Offer of Settlement, Mr. Merharchand is required to: 1. pay a fine of $20,000; and 2. pay $3,500 towards the cost of the Exchange's

investigation.

Summary of Facts

On April 16, 1999, Merharchand executed an order to buy from his inventory account shares of an Exchange listed security in a cross-trade with a client of Peters & Co. Limited. The trade was entered at a price of $39.60 and, at the time, the quotation for the listed security was $39.60 to $39.75. Since the client did not receive a better price than the quoted bid of $39.60, the Market Surveillance Division of the Exchange received an automated alert (a "CPT alert") and the trade was subsequently cancelled by the Exchange.

On June 21, 1999, Merharchand executed an order to buy from his inventory account shares of an Exchange listed security in a cross-trade with a client of Peters & Co. Limited. The trade was entered at a price $3.95 and, at the time, the quotation for the listed security was $3.95 to $4.25. Since the client did not receive a better price than the quoted bid of $3.95, a CPT alert was generated and the trade was subsequently cancelled by the Exchange.

On August 6, 1999, Merharchand caused a sell order to be executed from his inventory account in a cross-trade with a client of Peters & Co. Limited. The trade was entered at a price of $15.10 and, at the time, the quotation for the security was $15.00 to $15.10. As the client did not pay a lower price than the quoted offer of $15.10, a CPT alert was generated and the trade was subsequently cancelled by the Exchange.

On September 21, 1999, Merharchand executed an order to sell from his inventory account shares of an Exchange listed security in a cross-trade with a client of Peters & Co. Limited. The trade was executed at a price of $22.00 and, at the time, the quotation for the security was $21.90 to $22.00. As the client did not pay a lower price than the quoted offer of $22.00, a CPT alert was generated and the trade was subsequently cancelled by the Exchange.

In each of the above cases, Merharchand was advised by a Market Surveillance Officer that the trades were executed in violation of s.11.67(2) of the Exchange's General By-Law.

Following a review of the findings of the Exchange's investigation, the Toronto Stock Exchange Regulation Services Division has determined that there are no grounds for any disciplinary action against Peters & Co. Limited.

Participating Organizations who require additional information should direct their questions to Tom Atkinson, Vice-President, Regulation Services at 416-947-4310.

LEONARD PETRILLO VICE PRESIDENT GENERAL COUNSEL & SECRETARY

January 5, 2001 (2001) 24 OSCB 169

SRO Notices and Disciplinary Decisions

13.1.2 Harold Hamilton

December 13, 2000 No. 2802

By-laws and Regulations

Discipline Penalties Imposed on Harold Hamilton - Violation of By-law 29.1 and Regulation 1300.1(c)

Person Disciplined

The Ontario District Council (District Council) of the Investment Dealers Association of Canada (Association) has imposed a discipline penalty on Harold Hamilton, at the relevant time a Registered Representative with Burns Fry Limited (now BMO Nesbitt Burns Inc.) a member of the Association.

By-laws, Regulations, Policies Violated

On December 6, 2000, the District Council considered, reviewed and accepted a settlement agreement that had been negotiated by Association Enforcement Division staff with Mr. Hamilton. Pursuant to the settlement agreement, Mr. Hamilton admitted that during the period between May 1995 to December 1997 he:

1. Engaged in business conduct or practice that is unbecoming or detrimental to the public interest in that he purchased two securities for the margin account of his client, without the authorization or consent of the client, contrary to By-law 29.1 of the Association.

2. Failed to exercise due diligence to ensure that recommendations made for the account of a client, were appropriate for the client and in keeping with the client's investment objectives, in that he recommended purchases of speculative securities when the client's investment objectives had no allocation for speculative investments and in that he recommended that the client take out a margin loan, contrary to Regulation 1300.1 (C).

Penalty Assessed

The discipline penalty assessed against Mr. Hamilton is a fine in the amount of $7,500 and filing with the Association monthly close supervision reports for a period of 6 months. In addition Mr. Hamilton is required to pay $3,000 toward the Association's costs of investigation of this matter.

Summary of Facts

In February 1995 Mr. Hamilton opened a margin account for a client which indicated investment objectives of 50% income and 50% moderate growth. On August 13 and 15, 1996, while the client was out of the country, Mr. Hamilton completed trades for the account which were not authorized by the client.

From June 1995 to December 1997 Mr. Hamilton recommended and purchased shares of speculative securities in the account though there was no allocation for speculative investments in the client's investment objectives. In February 1997 Mr. Hamilton advised the client to take out a margin loan

of $25,000 rather than sell securities to raise money to secure a real estate purchase.

Mr. Hamilton currently works in the capacity of a Registered Representative at Merrill Lynch Canada Inc. in Ottawa.

Suzanne M. Barrett Association Secretary

January. 5, 2001- (2001)24OSCB 170


13.1.3 Harold Hamilton -Settlement Agreement

IN THE MATTER OF DISCIPLINARY ACTION PURSUANT TO BY-LAW 20

OF THE INVESTMENT DEALERS ASSOCIATION OF CANADA

RE: HAROLD HAMILTON SETTLEMENTAGREEMENT

I. Introduction

1. The staff ("Staff) of the Investment Dealers Association of Canada (the Association") has conducted an investigation (the "Investigation") into the conduct of Harold Hamilton ('the Respondent").

2. The Investigation discloses matters for which the District Council of the Association ('the District Council") may penalize the Respondent by imposing discipline penalties.

II. JOINT SETTLEMENT RECOMMENDATION

3. Staff and the Respondent consent and agree to the settlement of these matters by way of this Settlement Agreement in accordance with By-law 20,25.

4. This Settlement Agreement is subject to its acceptance, or the imposition of a lesser penalty or less onerous terms, or the imposition, with the consent of the Respondent, of a penalty or terms more onerous, by the District Council in accordance with By-law 20.26.

5. Staff and the Respondent jointly recommend that the District Council accept this Settlement Agreement.

6. If at any time prior to the acceptance of this Settlement Agreement, or the imposition of a lesser penalty or less onerous terms, or the imposition, with the consent of the Respondent, of a penalty orterms more onerous, by the District Council, there are new facts or issues of substantial concern in the view of Staff regarding the facts or issues set out in Section III of this Settlement Agreement, Staff will be entitled to withdraw this Settlement Agreement from consideration by the District Council.

III. STATEMENT OF FACTS

(i) Acknowledgment

7. Staff and the Respondent agree with the facts set out in this Section Ill and acknowledge that the terms of the settlement contained in this Settlement Agreement are based upon those specific facts.

(ii) Factual Background

(a) The Respondent

8. The Respondent joined the securities industry as a Registered Representative in 1992 with the firm of Burns Fry Ltd. (now BMO Nesbitt Burns Inc.) ("NBI"). In 1997 the Respondent transferred to Midland Walwyn Capital Inc.. The Respondent joined Merrill Lynch Canada Inc. in 1998 and currently works there in the capacity of a registered representative.

(b) Christine Fisher

9. At all material times Christine Fisher ("Fisher") was a client of the Respondent.

10. In February 1995, at the time of opening of accounts with the Respondent, Fisher was a divorced, 55 year old procedural clerk at the House of Commons in Ottawa. She had an annual income of $55700.

11. Fisher was a work colleague of the Respondent's spouse and she and the Respondent knew each other socially. Fisher had previously held investments in the form of mutual funds with a company called Financial Concept Group. The Respondent passed on a message to Fisher via his spouse that if Fisher was interested in investing, that the Respondent had left his position as a bank manager to join Burns Fry Ltd. (NBI).

12. Fisher agreed to become a client of the Respondent because she. believed that: as a former bank manager the Respondent would be fairly conservative in his investment approach; the Respondent knew Fisher's financial situation and that she needed to build up her investments to augment her pension; and he assured - her that he could do better for her than the investments at Financial Concept Group.

January 5, 2001 . (2001) 24 OSCB 171

SRO Notices and DisciDlinarv Decisions

13. Fisher signed a Client Account Agreement ("CAA") dated February 1 1995 thereby opening a margin account with NBI. Fisher did not know, at that time, what a margin account was and maintains that had she known it meant that she would be going into debt to purchase securities she would not have opted for such an account.

14. The CAA indicated that she had a liquid net worth of $55000, no experience with common or preferred shares, bonds, options or commodities/futures and moderate experience with mutual funds and money market investments. Her overall investment knowledge was shown as limited.

15. The investment objectives on the CAA indicated 50% income and 50% moderate growth in the margin account. No portion of the portfolio was allocated for aggressive trading. The Respondent and his branch manager signed the CAA on February 2, 1995.

(C) Unauthorized Trading

16. The agreement between Fisher and the Respondent was that he would always call Fisher to obtain her approval before any purchases or sales of securities were completed. No discretionary trading authorization was given to the Respondent either verbally or in writing.

17. Fisher's mother died on July 6, 1996 and as a result, Fisher traveled to England to attend the funeral. Fisher left for England on July10, 1996 and returned to Ottawa on July 22, 1996.

18. Fisher had previously planned a trip to England in August of 1996 and had already purchased her ticket. As a result of work commitments, Fisher had to return to Ottawa on July 22, 1996 and then proceed with her planned trip to England in August 1996.

19. On August 13, 1996 Fisher boarded a 6AM train in Ottawa travelling to Toronto in order to catch the plane for England. She did not return to Ottawa until August 30, 1996.

20. Prior to her departure there had been no discussion between her and the Respondent about any purchases in her account. Fisher did not leave a number where she could be reached by the Respondent while in England nor did she contact the Respondent during her absence.

21. On August 13, 1996 the Respondent created a trade ticket indicating that 200 shares of Mylex Corporation ("Mylex") had been purchased for Fisher's margin account. The time stamp on the ticket appears to be 13:06. The order ticket is marked "solicited". Fisher did not authorize this purchase.

22. On August 15, 1996 the Respondent created a trade ticket indicating that 250 shares of Fulcrum Technologies Inc. ("Fulcrum") had been purchased for Fisher's margin account. The order ticket is marked 'solicited". Fisher did not authorize this purchase.

23. The total value of the purchases of Mylex and Fulcrum was $8,616.00. Both were later sold after share prices declined resulting in a capital loss of $4,185.00.

(d) Unsuitable Recommendations

24. Fisher's CAA indicated 50% income, 50% moderate growth with a risk factor of 'some". The net result of trading activity in Fisher's account at the end of the first year of trading activity was an appreciation in the value of the portfolio of approximately $11,000.00.

25. In February 1996 the Respondent recommended to Fisher and subsequently purchased 200 shares of Bresea Resources Ltd. ("Bresea") in her margin account. In June 1996 he recommended and purchased 200 shares of Bre-X Minerals Ltd. (Bre-X) in Fisher's margin account. A further 300 shares of Bre-X were recommended and purchased in November 1996.

26. The Respondent's recommendations for the purchases of Bre-X and Bresea were based on research by NBI's analysts. By the time of the second purchase of Bre-X in November 1996, Fisher was more aware of the progress of the Bre-X story and had concerns about the Indonesian political situation. She was thus reluctant to make further purchases of Bre-X but was reassured by the Respondent's confidence that it was a good time to buy additional shares.

27. From July 1995 onward and throughout the trading history of Fisher's account, with the exception of an investment in Gandolf Technologies, which Fisher initiated, all investments were made as a result of recommendations by the Respondent.

28. Notwithstanding the fact that Fisher's NAAF had no allocation for speculative securities, from June 1995 to December 1997 there was a great deal of trading activity in speculative investments. Fisher's holdings of speculative securities during this time period can be summarized as follows:

January 5, 2001 (2001) 24 OSCB 172


Time Period Speculative Securities % of Portfolio $ Value (as at month end) (speculative) (speculative)

High & Low High & Low Jun 95- Dec 95 Diamond Field Resources 62.43% 0% $17,705.00 $0

Gandoif Technologies Inc. Pallett Pallett Inc.

Jan 96 - June 96 Diamond Field Resources 54.39% 16.85% $26,052.50 $5,850.00 Bresea Resources Ltd. Arequipa Resources Ltd. Int'l Canalaska Resources Bre-X Minerals Ltd.

July 96- Dec 96 Bresea Resources Ltd. 29.01% 17.03% $12,975.60 $7,058.00 Bre-X Minerals Ltd. Bro-X Minerals Ltd.

Jan 97 - May 97 Bresea Resources Ltd. 30.24% 0.29% $11,916.00 $24.00 Bro-X Minerals Ltd. Bre-X Minerals Ltd.

Jun 97 - Dec 97 Bresea Resources Ltd. Nil Nil Nil (shares became Bro-X Minerals Ltd. worthless) Bre-X Minerals Ltd.

29. In November 1996 Fisher discussed with the Respondent the possibility of selling off shares from her account in order to realize $25,000 to use toward the purchase of a house. The Respondent encouraged Fisher to withdraw the amount as a margin loan instead of selling off securities. The Respondent reassured her that he was looking out for her best interests and that he would not let her run into debt over this type of withdrawal.

30. The Respondent advised Fisher that he had significant certainty that the Bre-X shares had yet to reach their peak in price and that once that happened, Fisher could then sell the Bre-X, rebuild the portfolio quickly and eliminate the margin debt.

31. In February 1997, $25,000 was withdrawn as a margin loan from Fisher's account. The account still held a total of 500 shares of Bre-X and 200 shares of Bresea at this time. As a result the amount of risk associated with the portfolio virtually doubled due to the fact that it had become leveraged.

32. By the end of February 1997 the portfolio consisted of $11,870.00 worth of speculative securities including Bre-X, Bro-X Minerals Ltd. ("Bro-X") and Bresea, and $27,500.00 of good quality stock including Walt Disney Co. (Walt Disney"), Gillette Co. ("Gillette") and Newbridge Networks Corp. ("Newbridge").

33. In late March 1997 the Bre-X fraud was being exposed and Bre-X, Bro-X and Bresea shares became worthless almost overnight. As a result, Fisher's shares of Walt Disney and Gillette had to be sold to meet margin loan requirements. The net result was a loss of $13,937.40 in the margin account.

34. As a. result of trading activity in Fisher's margin account between May 31, 1995 and December 31, 1997 there was a net profit of $5,592.77 notwithstanding the losses incurred by Bre-X and Bresea.

35. The Respondent acknowledges that in reaching this agreement consideration was given to his level of income and the financial impact the penalty would have upon him. But for these considerations the penalty may have been higher.

IV. CONTRAVENTIONS

36. In or around May, 1995 to December 1997, the Respondent, an approved person employed at the relevant time by Burns Fry Ltd. (now BMO Nesbitt Burns Inc.), a Member of the Association, engaged in business conduct or practice that is unbecoming or detrimental to the public interest in tht he purchased two securities, namely Mylex Corporation and Fulcrum Technologies Inc., for the margin account of his client Christine Fisher, without the authorization or consent of the client, contrary to By-law 29.1 of the Association.

37. In or around May, 1995 to December 1997, the Respondent, an approved person employed at the relevant time by Burns Fry (now BMO Nesbitt Burns Inc.), a Member of the Association, failed to exercise due diligence to ensure that recommendations made for the account of a client, namely Christine Fisher, were appropriate for the client and in keeping with her investment objectives, in that he recommended purchases of speculative securities when her investment objectives had no allocation for speculative investments and in that he recommended that she take out a margin loan, contrary to Regulation 1300.1 (C).

January 5, 2001 (2001) 24 OSCB 173


V. ADMISSION OF CONTRAVENTIONS AND FUTURE COMPLIANCE..

38. The Respondent admits the contravention of the Statutes or Regulations thereto, By-laws, Regulations, Rulings or Policies of the Association noted in Section IV of this Settlement Agreement. In the future, the Respondent shall comply with these and all By-laws, Regulations, Rulings and Policies of the Association.

VI. DISCIPLINE PENALTIES

39. The Respondent accepts the imposition of discipline penalties by the Association pursuant to this Settlement Agreement as follows:

(a) for the Contraventions, a fine in the amount indicated below, payable to the Association within one (1) month of the effective date of this Settlement Agreement: Contraventions as set out in Section IV, $7,500

(b) for each Contravention as set out in Section IV, concurrent, as a condition of his continued approval in any capacity with a Member of the Association, filing with the Association monthly close supervision reports for a period of 6 months following the effective date of this Settlement Agreement; and

(C) for each Contravention set out in Section IV, concurrent, a condition of continued approval that in the event the Respondent fails to comply with any of these discipline penalties within the time prescribed, the District Council may upon application by the Senior Vice President, Member Regulation and without further notice to the respondent suspend the approval of the Respondent until the penalties are complied with.

VII. ASSOCIATION COSTS

40. The Respondent shall pay the Association's costs of this proceeding in the amount of $3000.00, payable to the Association within one (1) month of theeffective date of this Settlement Agreement.

VIII. EFFECTIVE DATE

41. This Settlement Agreement shall become effective and binding upon the Respondent and Staff in accordance with its terms as of the date of:

(a) its acceptance; or (b) the imposition of a lesser penalty or less onerous terms; or (c) the imposition, with the consent of the Respondent, of a penalty or terms more onerous,

by the District Council.

IX. WAIVER

42. If this Settlement Agreement becomes effective and binding, the Respondent hereby waives his right to a hearing under the Association By-laws in respect of the matters described herein and further waives any right of appeal or review which may be available under such By-laws or any applicable legislation.

X. STAFF COMMITMENT

43. If this Settlement Agreement becomes effective and binding, Staff will not proceed with disciplinary proceedings under Association By-laws in relation to the facts set out in Section Ill of the Settlement Agreement.

XI. PUBLIC NOTICE OF DISCIPLINE PENALTY

44. If this Settlement Agreement becomes effective and binding:

(a) the Respondent shall be deemed to have been penalized by the District Council for the purpose of giving written notice to the public thereof by publication in an Association Bulletin and by delivery of the notice to the media, the securities regulators and such other persons, organizations or corporations, as required by Association By-laws and any applicable Securities Commission requirements; and

(b) the Settlement Agreement and the Association Bulletin shall remain on file and shall be disclosed to members of the public upon request.

January 5, 2001 (2001) 24 OSCB 174


XII. EFFECT OF REJECTION OF SETTLEMENT AGREEMENT

45. If the District Council rejects this Settlement Agreement:

(a) the provisions of By-laws 20.10 to 20.24, inclusive, shall apply, provided that no-member of the District Council rejecting this Settlement Agreement shall participate in any hearing conducted by the District Council with respect to the same matters which are the subject of the Settlement Agreement; and

(b) the negotiations relating thereto shall be without prejudice and may not be used as evidence or referred to in any hearing.

AGREED TO by the Respondent at the "City" of "Ottawa", in the Province of Ontario, this "10th" day of "November", 2000.

"Harold Hamilton" RESPONDENT

AGREED TO by Staff at the City of Toronto, in the Province of Ontario, this "27th" day of "November', 2000.

"Alice Abbott" WITNESS

"Natalija Popovic" Enforcement Counsel on behalf of Staff of the Investment Dealers Association of Canada

ACCEPTED by the Ontario District Council of the Investment Dealers Association of Canada, at the City of "Toronto", in the Province of Ontario, this "6th" day of "December", 2000.'

Investment Dealers Association of Canada (Ontario District Council)

Per: "Fred Kaufman" chair

Per: "David Kerr" industry member

Per: "Hugh McNabney" industry member

January 5, 2001 (2001) 24 OSCB 175

SRO Notices and Disci p linary Decisions

13.1.4 Rocco Meliambro supervision of Mr. Turcotte's work. Several transations completed by Mr. Turcotte were outside of the stated

December 14 2000 No. 2803 investment objectives but were not reviewed for lack of suitability or questioned by Mr. Meliambro.

By-laws and Regulations

Discipline Penalties Imposed on Rocco Meliambro - Violation of Policy 2

Person Disciplined

The Ontario District Council (District Council) of the Investment Dealers Association of Canada (Association) has imposed a discipline penalty on Rocco Meliambro, at the relevant time a Branch Managerwith Moss, Lawson & Co. Limited (now HSBC Securities (Canada) Inc.), a member of the Association.

By-laws, Regulations, Policies Violated

On December . 6, 2000, the District Council considered, reviewed and accepted a settlement agreement that had been negotiated by Association Enforcement Division staff with Mr. Meliambro. Pursuant to the settlement agreement, Mr. Meliambro admitted that during the period between September 1995 through September 1996 he failed to properly supervise Jeffrey Neil Turcotte, a registered representative who was under the Respondent's supervision, in respect of the account of Mr. Turcotte's client, in that he failed to i) review the previous day's trading for lack of suitability; and ii) maintain evidence of his supervisory reviews of the work of Mr. Turcotte. Specifically, the Respondent failed to i) identify and appropriately question the daily transactions which resulted in the client's margin • account from September 1995 to September 1996; and ii) evidence any of his supervisory reviews forthe period in question, contrary to the Association's Policy II, Sections 1.131., Ill.A.2 and III.B.

Penalty Assessed

The discipline penalty assessed against Mr. Meliambro is a fine in the amount of $8,000.00 and that he re-write the exam based on the Branch Manager's Course. In addition, Mr. Meliambro is required to pay $1,000.00 toward the Association's costs of investigation of this matter.

Summary of Facts

In July 1995, Mr. Turcotte, a Registered Representative over whom Mr. Meliambro had supervisory responsibility opened a margin account for an elderly client which indicated investment objectives to be 50% income, 25% medium term and 25% speculative investments. In September 1995 Mr. Turcotte started purchasing shares of speculative securities, namely Tee-Comm Electronics Inc. and Multi Corp. Inc., in the margin account. In October 1995 Mr. Turcotte purchased, sold and re-purchased shares of these securities in the margin account; by month end 48% of the margin account consisted of speculative securities.

In November 1995, Mr. Turcotte advised this client to change the investment objectives in the margin account to 75% long term and 25% speculative trading in order to more closely conform to the trading that had already occurred in the account. Mr. Meliambro was responsible for the daily

In addition, Mr. Meliambro failed to maintain evidence of his supervisory reviews for the period in question. Mr. Meliambro currently works as a Branch Manager at Yorkton Securities Inc. in Ottawa.

For disciplinary information regarding Jeffrey Turcotte please see Association Bulletin No. 2781.

Suzanne M. Barrett Association Secretary

January 5, 2001 (2001) 24 OSCB 176


131.5 ; RoccoMeliambro Settlement Agreement -

IN THE MATTER OF DISCIPLINE PURSUANT TO BY-LAW 20 OF THE INVESTMENT DEALERS ASSOCIATION OF CANADA

RE: ROCCO MELIAMBRO SETTLEMENT AGREEMENT

I. INTRODUCTION

1. The staff (Staff') of the Investment Dealers Association of Canada (the Association") has conducted an investigation (the "Investigation") into the conduct of Rocco Metiambro ("the Respondent").

2. The Investigation discloses matters for which the District Council of the Association ("the District Council") may penalize the Respondent by imposing discipline penalties.

II. JOINT SETTLEMENT RECOMMENDATION

3. Staff and the Respondent consent and agree to the settlement of these matters by way of this Settlement Agreement in accordance with By-law 20.25.

4. This Settlement Agreement is subject to its acceptance, or the imposition of a lesser penalty or less onerous terms, or the imposition, with the consent of the Respondent, of a penalty or terms more onerous, by the District Council in accordance with By-law 20.26.

5. Staff and the Respondent jointly recommend that the District Council accept this Settlement Agreement.

6. If at any time prior to the acceptance of this Settlement Agreement, or the imposition of a lesser penalty or less onerous terms, or the imposition, with the consent of the Respondent, of a penalty or terms more onerous, by the District Council, there are new facts or issues of substantial concern in the view of Staff regarding the facts or issues set out in Section III of this Settlement Agreement, Staff will be entitled to withdraw this Settlement Agreement from consideration by the District Council.

III. STATEMENT OF FACTS

(i) Acknowledgment

7. Staff and the Respondent agree with the facts set out in this Section III and acknowledge that the terms of the settlement contained in this Settlement Agreement are based upon those specific facts.

(ii) Factual Background

a) The Respondent

8. The Respondent was at all material times the branch manager working at the Ottawa office of Moss Lawson & Co. Limited ("Moss Lawson").

9. At all relevant times, the Respondent in his capacity as branch manager, was responsible for the supervision of Jeffrey Neil Turcotte ("Turcotte"), a registered representative.

10. The Respondent was the subject of a TSE discipline proceeding which resulted in a Notice to Members I Approved Person Disciplined dated December 14, 1990 wherein he was fined $3,000, and was required to pay costs of $330. While a registered representative, the Respondent was disciplined for exercising discretionary power over the accounts of a client, between February 1983 and January 1986, with the verbal consent of the client. However, he failed to have the proper documentation in place as required by the relevant TSE by-law, nor did he notify his firm of the manner in which the account was being traded.

b) Background of Turcotte's clients Eva Giles and George Giles

11. At all material times, Eva Giles and George Giles were clients of Turcotte. Eva Giles had retired from her job as a kindergarten teacher in 1988 and George Giles was retired from a post in the television unit of the CBC. During the relevant time, George Giles worked on a casual part time basis as a travel agent in Ottawa.

12. By letters dated June 2, 1997 and July 22, 1997 the Giles' complained to the OSC and the Association, respectively, alleging that Turcotte made recommendations of speculative securities for their accounts which were not appropriate for them given their conservative investment objectives.

January 5, 2001 (2001) 24 OSCB 177


13. The Giles' were initially clients at J.A. Gifford and Associates (Giffords") investing primarily in GICs. When Giffords was unable to offer them investments in coupons and strip bonds they were referred to Midland and eventually to Turcotte. As each of the GICs at Gifford's came due, the money would be transferred to Midland and purchases of strip bonds would be made.

14. The Giles' developed a close personal and trusting relationship with Turcotte, so when he contacted them to advise that he had transferred to Moss Lawson and asked that they moved their account in order to continue to work with him, they did so.

15. In addition, Turcotte gave the Giles' a marketing document entitled "Celebrating over 70 Years as a Trusted Advisor to Private Investors" which represented that the "Representative at Moss Lawson was a Specialist in Retirement Planning". Since both of the Giles' were retired this seemed like a firm that would be suitable for their needs.

16. Turcotte opened five accounts forthe Giles'; a joint account, a cash account for each (both of which were subsequently changed to margin accounts), as well an RRSP account for each.

c) Eva Giles' Cash/Margin Account and RRSP Account

17. The NAAFs on file for Eva Giles' accounts can be summarized as follows:

Date Juty 19S5

Account Mfs Giles - Margin

Risk Medium

Investment Objectives 40% I 40% Mt 20% Spec

Net Worth I OOG 000

Income 50000— lOG 000

Knowledge Good

November 1995 Mrs. Giles - Margin Medium 75% Lt, 25% Spec 1,000,000 50,000 - 100,000 Good April 1G95 Mr Giles - RR$P N/A 100% U <200000 Q000 —100 000 Go November 1995 Mrs. Giles - RRSP Medium 75% Lt, 25% Spec 1,000,000 50,000 - 100,000 Good

The shaded areas were the NAAFs that the client possessed.

18. Notwithstanding the indication on the NAAF that Eva Giles investment knowledge was good, she had no significant experience or training in securities in order to be so classified. She maintains that she did not have an understanding of the meaning of speculation or venture within the context of her accounts. Althoughshe signed the NAAF forms she did not complete them and believes they were completed by Turcotte for her signature.

19. Following the opening of Eva Giles' RRSP account in April 1995, several coupons were transferred in by June 1995 and sold in August 1995. In September 1995 the account purchased shares of Tee-Comm Electronics Inc. ('Tee-Comm") a speculative security. At month end speculative holdings in this account formed 16% of the total value whereas the NAAF had investment objectives of 100% long term growth.

20. Eva Giles' margin account also showed conservative trading until September 1995 when Tee-Comm shares were purchased. At month end speculative holdings in this account formed 11% of the 20% allocated for speculative content on the NAAF.

21. Purchases of another speculative security commenced in October 1995 when shares of Multi-Corp Inc. (Multi-Corp) were purchased in Eva Giles' margin account.

22. Purchases and sales of Tee-Comm and Multi-Corp. in Eva Giles' RRSP and margin accounts may be summarized as follows:

Account Settle- ment Date

Security Volume —Buy (Sell)

Price Proceeds Profit! (Loss)

Margin 09/21/95 Tee-Comm 500 $13.25 $6,808.32 N/A RRSP 09/29/95 Tee-Comm 1,000 $15.00 $15,389.24 N/A Margin 10/05/95 Multi-Corp 500 $4.60 $2,382.61 N/A Margin 1 10/06/95 Tee-Comm 1,400 $18.625 $26,651.98 N/A Margin 10/26/95 Multi-Corp (500) . $6.375. $3,102.51 $719.90 Margin 10/26/95 Tee-Comm (200)

(300)$15.50 $15.75

$7,660.94 $(1,144.06)

Margin 10/31/95 Multi-Corp 400 $7.625 $3,146.89 N/A Margin 10/31/95 Tee-Comm 500 $14.625 $7,470.88 N/A RRSP 10/26/95 Tee-Comm (700)

(300)$15.75 $16.00

$15,506.78 117.54

RRSP 10/31/95 Tee-Comm 1,000 $14.625 $14,930.10 N/A

23. Sales of TeeComm and Multi-Corp were completed in October 1995 in order to lock in profits prior to the upcoming referendum in Quebec, as it was believed that an unfavourable result of the referendum could adversely affect share prices.

January 5, 2001 (2001) 24 OSCB 178


24. Toward the end of October 1995 Eva Giles was advised by Turcotte to buy back both Tee-Comm and Multi-Corp shares. The purchase of these shares was facilitated by the redemption of aT-Bill. By month end 61% of the margin account consisted of these two securities, the remainder -consisted of strip bonds.

25. Purchases of Tee-Comm in Eva Giles' RRSP account resulted in a 20% holding of speculative securities by end of October 1995.

26. Turcotte updated the NAAFs in each of the RRSP and margin accounts in November 1995. The new NAAFs reflected an increase in the speculative component of the accounts, which roughly came into line with trading that had already occurred in the accounts. Specifically, speculative content was increased from zero to 25% in the RRSP account and from 20% to 25% in the margin account.

27. In November 1995 another GIC came due and was deposited into the margin account as cash, which was then used to purchase more coupons. As a result speculative holdings dropped to 34%. The equity in the RRSP account did not change this month. At the suggestion of Turcotte, Eva Giles signed new NAAFs, which showed the amended investment objectives of 25%

speculation in each account.

28. In December 1995 Turcotte sold 500 shares of Tee-Comm stock in the margin account and purchased 1,600 Tee-Comm warrants. Turcotte recommended Tee-Comm warrants to Eva Giles and advised that it was expected that they would rise in value from $4.00 to$1 6.00. It was never explained to her that warrants have an intrinsic value. The margin account had a speculative content of 29% at December month end.

29. In the RRSP account, Turcotte sold all Tee-Comm shares and bought 3,300 Tee-Comm warrants. At the end of December 1995 the RRSP account had a speculative content of 18%.

30. The purchases of Tee-Comm warrants in the margin and RRSP accounts can be summarized as follows:

Account Settlement Date Security Volume— Buy (Sell)

Price Proceeds Profit/Loss

Margin 12/12/95 Tee-Comm . (500) $14.75 $7,175.84 (1,629.16) Margin 12/12/95 Tee-Comm Warrants 1,600 $4.10 $6,789.12 . N/A RRSP 12/12/95 Tee-Comm 1,000 $14.75 $13,983.07 (1,523.71) RRSP 1 12/12/95 Tee-Comm Warrants 1 3,300 1 $4.10 1 $13,983.07 1 N/A

31. In March 1996 Turcotte recommended and completed a sale of the Multi-Corp. shares in the margin account and realized a profit of $1,075.28.

32. Two weeks prior to the expiration of the warrants both Eva Giles and George Giles began phoning Turcotte, almost daily, to seek advice on how to proceed. Turcotte encouraged them to hold the warrants right through the expiration date by advising them that there was to be a take over of Tee-Comm.

33. In November 1997 the Tee-Comm warrants expired unexercised. The loss on this investment was 100% of the cost, which amounted to $6,789.12 for the margin account and $13,983.07 in the RRSP account.

34. From December 1995 onward, the percentage of speculative securities held in Eva Giles' margin and RRSP accounts fell due to the sale of Multi-Corp in March 1996 and the expiration of the Tee-Comm warrants in November 1996.

d) George Giles' Cash/Margin and RRSP Accounts

35. The NAAFs on file for George Giles' accounts can be summarized as follows:

Date Account . Risk Investment Objectives Net Worth Income Knowledge

Apl 199 M Gifs RRSP N1 50% 1 50% U <200 000

041 000 Good November Mr.Giles - RRSP Medium 75% Lt, 25% Spec 1,000,000 50,000-100,000 Good 1995 June1995 Mr. Giles - Margin N/A' 50% I, 25% Mt, 25%, Spec <200,000 50,000— 100,000 Good

uIy 1995 Mr GiJe Marifl Medium 40% 1 40% Mt 20% Spec I 000000 50000 100 000 Good

November Mr. Giles—Margin Medium 75% Lt, 25% Spec 1,000,000 50,000-100,000 Good 1995

The shaded areas were the NAAFs that the client possessed..

*The update to the objectives was in the RRSP column on the NAAF, however the account number on the top of the form was for the margin account.

January 5, 2001 (2001) 24 OSCB 179


36. All of the NAAFs for George Giles showed him to be retired although he worked part time on a casual basis as a travel agent throughout the relevant time period.

37. Notwithstanding that the investment knowledge portion of the NAAFs is shown as "Good", George Giles had no significant training or experience to qualify his knowledge as good. Although on one occasion, George Giles did give written instructions to Turcotte in respect of a "stop loss" order, he did not understand that term at the relevant time. Similarly he appears to have had limited understanding of the concepts of venture and speculation. He believed at all relevant times that he would be getting safe growth stocks.

38. George Giles had previously held a speculative security. During the time that Turcotte was his advisor at Midland, George Giles purchased shares of Seprotech Systems Inc. ("Seprotech"), a small-cap growth oriented security. George Giles held shares of Coca-Cola Inc. ('Coke") while at Midland. He had learned via media reports that Seprotech had a relationship with Coke. It was the relationship between the two companies that prompted the purchase of Seprotech rather than an interest in speculative securities. But for the association with Coke, George Giles would not have purchased Seprotech shares.

39. In September 1995, Turcotte purchased shares of Tee-Comm and Multi-Corp in both the RRSP and margin accounts for George Giles. Turcotte had told George Giles: that many of Moss Lawson's clients were purchasing Tee-Comm; that Tee-Comm was a satellite dish manufacturer and that CRTC approval for it was forthcoming; that it was a company that had a computer program which could translate English into Chinese and that it was a winner of a stock".

40. Turcotte agrees that Tee-Comm and Multi-Corp were speculative in nature. Though Turcotte claims to have sent a great deal of information and documentation to the Giles' about these companies, George Giles received considerably less than what was allegedly sent to him. In addition, notwithstanding Turcotte's claim that neither of these companies were recommendations of Moss Lawson, there is a document in the package of information received by the Giles' which is a research report authored by Moss Lawson about Tee-Comm.

41. In October 1995 Turcotte purchased, sold and re-purchased several shares of Tee-Comm and Multi-Corp. By month end 26% of the equity in the RRSP account was in these two securities and the rest in strip coupons and Seprotech. The margin account held 48% equity in Tee-Comm, Multi-Corp and Seprotech.

42. The trading in Tee-Comm and Multi-Corp in George Giles' margin and RRSP accounts can be summarized as follows:

Account Settlement Date Security Volume—Buy (Sell)

Price Proceeds

Margin 10/05/95 Multi-Corp 1,000 $4.60 $4,764.72 Margin 10/06/95 Tee-Comm 1,000 $18.75 $19,177.81 Margin 10/26/95 Multi-Corp (1,000) $6.375 $6,209.17 Margin 10/31/95 Multi-Corp 800 $7.625 $6,289.81 RRSP 10/26/95 Multi-Corp (1,000) $6.375 $6,209.17 RRSP 10/26/95 Tee-Comm (500) $16.00 $7,834.56 RRSP 10/31/95 Multi-Corp S

5 800 $7.625 $6,289.81 RRSP 10/31/95 Tee-Comm 500 $14625 1 $7,470.88

43. In November 1995, at Turcotte's suggestion the investment objectives for both of George Giles' accounts were changed to 75% long term growth and 25% speculation. George Giles maintains that he did not understand the risks associated with the change of objectives.

44. In December 1995 Turcotte sold all Tee-Comm shares in the RRSP account and purchased 1,600 Tee-Comm warrants. The margin account continued to hold Tee-Comm shares. Turcotte touted the warrants as an excellent investment, which would blossom and make some money after which a decision could be made as to whether to exercise them. At no time was the additional risk associated with warrants explained to George Giles.

45. In March 1996 Multi-Corp was sold from the RRSP account resulting in a profit of.$2, 165.86 and a gain of 34% over the purchase price. The proceeds were reinvested in Kinross Gold Corporation ("Kinross"), a mining company and a speculative security. The margin account also sold Multi-Corp resulting in a 34% gain and a credit in the account.

46. In September 1996 Turcotte recommended the purchase of shares of Greystar Resources Ltd. ("Greystar"), a speculative growth venture. Shares were purchased with the proceeds of the sale of BC provincial coupons in the margin account.

47. In November 1996 the Tee-Comm warrants expired unexercised resulting in a 100% loss of $6,789.12 for the RRSP account.

48. In June 1997 Greystar was sold from the margin account at a loss of $2,243.93. No further trading took place in either the RRSP or margin account.

January 5, 2001 5 (2001) 24 OSCB 180


49. The trading of Kinross and Greystar can be summarized as follows:

Account Settlement Date Security Volume —Buy (Sell) Price Proceeds Profit! Loss

Margin 03/15/96 Multi-Corp (800) $10875 $8,455.67 $2,165.86 RRSP 03/15/96 Multi-Corp (800) $10875 $8455.67 $2,165.86 RRSP 03/15/96 Kinross 850 $11.39 $10,261.88 N/A Margin 1 09/26/96 Greystar 2,500 $1.95 $5,049.54 N/A Margin 06/05/96 Greystar (1,500)

(1,000)$1.16 $1.17

$2,805.61 ($2,243.93)

e) Eva Giles and George Giles Joint Account

50. The NAAF information for the Giles' joint account is as follows:

Date Acount Risk Investment Objectives Net Worth Income Knowledg e

Aprd 1995 Jirt NIA 25% L 25% St 25% Lt, 25% sç*c 1 p000 000 50,000 1004000 Good

51. From July 1995 to October 1995 trading patterns in the joint account were the same as the Giles' other accounts at Moss Lawson. In October 1995, Turcotte purchased 500 shares of Tee-Comm at $18625 for a cost of $9,532.17. This purchase represented 13% of account assets at month end. In this account the speculative component stayed within the 20% allocation on the NAAF. These shares were held through to June 1997 by which time they had lost virtually their entire value. No other speculative securities were purchased in this account.

f) Supervision by the Respondent

52. The Respondent was responsible for the daily supervision of the branch office in Ottawa where Turcotte was a registered representative.

53. The Respondent received daily commission runs which showed all previous days trades for each registered representative in the branch.

54. The Respondent did not evidence any of his reviews of daily commission runs in any manner. All follow up in respect of his daily reviews was completed verbally with the registered representative in question.

55. Several transactions completed by Turcotte were outside of the stated investment objectives for the Giles' accounts and should have been, but were not, questioned by the Respondent during the course of his daily reviews:

Account Settlement Date

NAAF - Spec

% of Spec (*)

Security Volume Bought

Price Total Cost

Mrs.Giles, RRSP 09/29/95 0% 16% Tee-Comm 1,000 $15.00 $15,389.2 4

Mrs.Giles,Margin 10/06/95 20% 45% Tee-Comm 1,400 $18625 $26,651.9 8

Mrs.Giles,Margin 10/31/95 20% 35% Multi-Corp 400 $7.625 $3,102.51 Mrs.Giles,Margin 10/31/95 20% 60% Tee-Comm 500 $14625 $7,470.88 Mrs.Giles,RRSP 10/31/95 0% 20% Tee-Comm 1,000 $14.625 $14,930.1

0 Mr. Giles, Margin 10/06/95 25% 62% Tee-Comm 1,000 $18625 $19,177.8

1 Mr. Giles, Margin 1 10/31/95 1 25% 1 48% Multi-Corp 1 800 1 $7.625 $6,289.81 Mr. Giles, Margin 09/26/96 25% 78% Greystar 2,500 $1.95 $5,049.54

(*) Calculations of % of speculation for Giles' accounts were approximated given that mid-month values were unavailable on month-end statements. The degree of inaccuracy should be marginal as account equity only dropped approximately $1,000 from the end of September 1995 to October 1995.

(*) Mr. Giles' RRSP has been assumed to have 25% speculation from the supervisory perspective. The NAAF update done in July 1995 for the margin account showed the change of objectives in the RRSP column.

January 5, 2001 (2001) 24 OSCB 181

SRO Notices and Disciplinary Decisions .

56. The Respondent was responsible for the monthly supervision in the branch and received monthly account statements from the head office which identified periods when commissions of $1000 or more hadbeen generated in any given account.

57. The Respondent did not evidence his monthly reviews in any way. All follow up was completed verbally with registered representative in question.

58. In October 1995 the trading activity in George Giles' RRSP accountand Eva' Giles' margin account generated $1000 or more commission and thus should have triggered a review by the Respondent. However, no review was completed.

59. At month end October 1995, Eva Giles margin account indicated that 48% of the account held speculative securities when the NAAF allowed for a maximum of only 20% speculative securities. The Respondent failed to evidence whether he had any discussions with Turcotte in respect of this discrepancy.

60. The Respondent noted that there were several changes in the investment objectives of the various accounts held by the Giles' but could not recall having any direct conversations relating to the NAAFs with Turcotte:

61. The Respondent at no time contacted the clients to discuss the changes in their investment objectives or the trading in their accounts.

62. The Respondent had noticed the transactions in Multi-Corp and Tee-Comm in George Giles' accounts but his discussions with Turcotte in respect of this type of trading gave him the impression that these were unsolicited orders placed by the client.

63. It was the Respondent's belief that the clients' investment objectives had been revised prior to the time that trading that occurred in Multi-Corp and Tee-Comm in the clients' accounts. In fact the,.revisions occurred after the trading had been completed.

64. The Respondent did not recall; requesting that Turcotte update the clients' investment objectives; questioning the trades in Multi-Corp and Tee-Comm that took place in Eva Giles' account; questioning the purchase of Greystar in September 1996 in George Giles' margin account, even though the speculative holding was 78% of,the account when the maximum was to be 25% according to the NAAF.

65. There is no documentary evidence to confirm that any conversations took place between Turcotte and the Respondent in respect of these issues.

IV. CONTRAVENTIONS

66. In or around Sept. 1995 to Sept. 1996, the Respondent failed to properly supervise Jeffrey Neil Turcotte, a registered representative who was under the Respondent's supervision, in respect of the account of Turcotte's client, George Giles, in that he failed to i) review the previous day's trading for lack of suitability; and ii) maintain evidence of his supervisory reviews of the work of Jeffrey Neil Turcotte. The Respondent failed in the above in that hefailed to I) identify and appropriately question the daily transactions which resulted in George Gile's margin account from Sept. 1995 to Sept. 1996; and ii) evidence any of his supervisory reviews for the period in question, contrary to the Association's Policy II, Sections I.131., lll.A.2 and Ill.B.

V. ADMISSION OF CONTRAVENTIONS AND FUTURE COMPLIANCE

67. The Respondent admits the contravention of the Statutes or Regulations thereto, By-laws, Regulations, Rulings or Policies of the Association noted in Section IV of this Settlement Agreement. In the future, the Respondent shall comply with these and all By-laws, Regulations, Rulings and Policies of the Association.

VI. DISCIPLINE PENALTIES

68. The Respondent accepts the imposition of discipline penalties by the Association pursuant to this Settlement Agreement as follows:(a) for the Contraventions, a fine in the amount indicated below, payable to the Association within four (4) months of

the effective date of this Settlement Agreement:

Contraventions as set out in Section IV, paragraphs 66: $8,000

(b) for the Contraventions as set out in Section IV, as a condition of his continued approval in any capacity with a member of the Association, re-writing and passing the examination based on the Branch Manager's Course, administered by the Canadian Securities Institute within six (6) months following the effective date of this Settlement Agreement;

(c) for each Contravention set out in Section IV, a condition of continued approval that in the event the Respondent fails to comply with any of these discipline penalties within the time prescribed, the District Council may upon application

January 5, 2001 (2001) 24 OSCB 182


by.the Senior Vice President, Member Regulation and without further notice to the Respondent suspend the approval of the Respondent until the penalties are complied with.

VII. ASSOCIATION COSTS

69. Respondent shall pay the Association's costs of this proceeding in the amount of $1000.00, payable to the Association within four (4) months of the effective date of this Settlement Agreement.

VIII. EFFECTIVE DATE

70. This Settlement Agreement shall become effective and binding upon the Respondent and Staff in accordance with its terms as of the date of:

(a) its acceptance; or (b) the imposition of a lesser penalty or less onerous terms; or (c) the imposition, with the consent of the Respondent, of a penalty or terms more onerous,

by the District Council.

IX. WAIVER

71. If this Settlement Agreement becomes effective and binding, the Respondent hereby waives his right to a hearing under the Association By-laws in respect of the matters described herein and further waives any right of appeal or review which may be available under such By-laws or any applicable legislation.

X. STAFF COMMITMENT

72. If this Settlement Agreement becomes effective and binding, Staff will not proceed with disciplinary proceedings under Association By-laws in relation to the facts set out in Section III of the Settlement Agreement.

Xl. PUBLIC NOTICE OF DISCIPLINE PENALTY

73. If this Settlement Agreement becomes effective and binding:

(a) the Respondent shall be deemed to have been penalized by the District Council for the purpose of giving written notice to the public thereof by publication in an Association Bulletin and by delivery of the notice to the media, the securities regulators and such other persons, organizations or corporations, as required by Association By-laws and any applicable Securities Commission requirements; and

(b) the Settlement Agreement and the Association Bulletin shall remain on file and shall be disclosed to members of the public upon request.

January 5, 2001 (2001) 24 OSCB 183


January 5, 2001 (2001) 24 OSCB 184

Chapter 25

Other Information

25.1 Securities

RELEASE FROM ESCROW

COMPANY NAME DATE NUMBER AND TYPE OF SHARES ADDITIONAL INFORMATION

Eminator Capital Corp. December 21, 2000 585,527 common shares for purposes of cancellation

TRANSFERS WITHIN ESCROW

COMPANY NAME DATE

FROM TO

NO. OF WARRANTS

Toxin Alert Inc. December 20, 2000

W.T.Bodenhamer Richard Douglas

15,000

Toxin Alert Inc.

Toxin Alert Inc.

Toxin Alert Inc.

Toxin Alert Inc.

Toxin Alert Inc.

Toxin Alert Inc.

Toxin Alert Inc.

Toxin Alert Inc.

December 20, 2000

December 20, 2000

December 20, 2000

December 20, 2000

December 20, 2000

December 20, 2000

W.T.Bodenhamer

W.T.Bodenhamer

W.T.Bodenhamer

W.T.Bodenhamer

G. Montegu Black

G. Montegu Black

G. Montegu Black

G. Montegu Black

759924 Ontario Limited

Eric Fonberg

Kristine Ralevski

Stephen N. Adams

June Black

G. Montegu Black, IV

Dominic Doull

Carolyn Campbell

50,000

10,000

1,500

10,000

35,000

30,000

2,500

7,500

January 5, 2001 (2001) 24 OSCB 185


January 5, 2001 (2001) 24 OSCB 186

Index

1450473 Ontario Inc CMP 2000 II Limited Resource Partnership MRRS Decision ...................................... ............. ......93 MRRS Decision ......................................................... 70

Acanthus Real Estate Corporation Coastal Acquisition Corporation MRRS Decision ......................................................... 78 Cease Trading Orders ............................................. ill

Acme Brokerage Corporation Consolidated Trillion Resources Ltd. Change of Name ..................................................... 167 Cease Trading Orders............................................. 111

AIC Advantage Fund Cranston, Robert MRRS Decision ......................................................... 93 Order-s.127(7) ....................................................... 105

AIC Advantage Fund II Credential Select Balanced Portfolio MRRS Decision .........................................................93 MRRS Decision ......................................................... 98

AIC Canadian Focused Fund Credential Select Growth Portfolio MRRS Decision ......................................................... 93 MRRS Decision ......................................................... 98

AIC Diversified Canadian Fund ' Credential Select High Growth Portfolio MRRS Decision ......................................................... 93 MRRS Decision ......................................................... 98

AIC Funds CTM CAFES INC. MRRS Decision ......................................................... 93 Cease Trading Orders............................................. 111

AIC Limited Current Proceedings Before The Ontario MRRS Decision ......................................................... 93 Securities Commission

Anvil Range Mining CorporationNotice .......................................................................... 1

Order - s. 144 .......................................................... 101 Dalton, Greiner, Hartman, Maher &

ARC International CorporationCompany

Cease Trading Orders ............................................. 111New Registration ..................................................... 167

Assante Asset Management Ltd.DataRadio Inc.

MRRS Decision ......................................................... 57 Change of Name ..................................................... 167

BMO Equity Index FundDodsley, Terry G.

Order - s.127(7) ....................................................... 106

EFA Software Services Ltd. BMO Metals Fund News Release 56

Order - s. 144 .......................................................... 101

BMO Precioius Metals FundEminator Capital Corp.

Order- s. 144 .......................................................... 101Release from Escrow .............................................. 185

BMO Resource FundEnglish, Warren

Order - s. 144 .......................................................... 101Order-s. 1277 105

BT Capital AdvisorsEsy Ivan Inc.

103MRRS Decision ......................................................... 79

Business Corporations Act (Ontario)First Federal Capital (Canada) Corporation

Legislation............................................................... 157Order - s.127(7) ....................................................... 104

Notice.......................................................................... 3 Fraser, Collin

CDNXOrder - s. 144 .......................................................... 102

News Release ........................................................... 56 Freisner, Monte

CIBC In Services Inc. Order-s.127(7) ....................................................... 104

MRRS Decision ......................................................... 59 Global Privacy Management Trust

Cinar Corp.Order-s.127(7) ...................................................... .105

Order - s. 144 .......................................................... 101 Hamilton, Harold

Citadel S -1 Income Trust Fund Settlement Agreement............................................. 171

MRRS Decision ......................................................... 68SRO Notices and Disciplinary Proceedings ............170

Ice Drilling Enterprises Inc. Order- s. 144 .......................................................... 101

January 5, 2001 (2001), 24 OSCB 187

Index

Jawz Aquisition Canada Corp. Scaffold Connection Corporation MRRS Decision ......................................................... 73 Cease Trading Orders ......................................... ....111

Order-s.144 .......................................................... 106 Jawz Inc.

MRRS Decision ......................................................... 73 SNC-Lavalin Group Inc.

Junior Natural Resource IssuersMRRS Decision ......................................................... 72

Notice .......................................................................... 3 Staff Notice 11-708 Request for Comments............................................ 115 Notice ........................................................................ 28

Lapointe, Frederic Summary of Publications Order- s. 144 .......................................................... 102 Notice .......................................................................... 4

Loring Ward Investment Counsel Ltd. Taylor Gas Liquids Fund Change of Name ..................................................... 167 MRRS Decision ......................................................... 82

Main Street Trading (Canada) Co. TD Securities Inc. Change of Name ..................................................... 167 MRRS Decision ......................................................... 57

Mediaventures Brokerage Corporation TD Waterhouse Investor Services Inc. Change of Name ..................................................... 167 MRRS Decision ......................................................... 64

Meliambro, Rocco Toxin Alert Inc. Settlement Agreement............................................. 177 Transfer within Escrow ............................................ 185 SRO Notices and Disciplinary Proceedings ............ 176

Williams, George A.T. Merharchand, Nirvaan Order - s. 144 .......................................................... 102

SRO Notices and Disciplinary Proceedings ............ 169Ybm Magnex International, Inc.

Mobil Corporation Order - s. 144 .......................................................... 101 Order-s.83 ............................................................ 104

MST Trading Canada Co. Change of Name ..................................................... 167

Nova Bancorp Wealth Management MRRS Decision ......................................................... 86

Offshore Marketing Alliance Order-s.127(7) ........................................................ 105

Oncolytics Biotech Inc. MRRS Decision ......................................................... 88

Optimum General Inc. MRRS Decision ......................................................... 91

OSC Policy Statement No.5.2, Junior Natural Resource Issuers Notice.......................................................................... 3 Request for Comments............................................ 115

Phillips, Hager and North Investment Management Ltd. MRRS Decision ......................................................... 83

Plains Energy Services Limited MRRS Decision ......................................................... 85

Policy Reformulation Project Notice - Summary of Publications ............................... 4 Notice - Table of Concordance.................................. 28

Power Corporation of Canada MRRS Decision ......................................................... 76

Prudential Steel Limited MRRS Decision ......................................................... 90

Royal Oak Ventures Order- s. 144 .......................................................... 102

Roy cefield Resources Ltd. Cease Trading Orders............................................. 111

January 5, 2001 (2001), 24 OSCB 188

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